Sample Business Contracts

License Agreement re: MTV's The Grind - MTV Networks and Active Apparel Group Inc.

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                                [MTV Letterhead]

Active Apparel Group, Inc.                                         May 26,  1998
1350 Broadway, Suite 2300
New York, NY  10018
Attn:  Edward R. Epstein, Esq.

Reference is made to the  agreement  dated March 28, 1996,  and as amended as of
October 21, 1997,  with respect to "MTV's THE GRIND" (the  "Licensed  Property")
between MTV  Networks,  a division of Viacom  International  Inc.,  ("MTVN") and
Active Apparel Group,  Inc.  ("Licensee") (the  "Agreement").  Capitalized terms
used without  definition herein shall have the respective  definitions set forth
in the Agreement.

Effective as of the date hereof,  MTVN and Licensee  hereby agree that the Basic
Provisions of the Agreement shall be amended as follows:

1)   With respect to the LICENSE TERM of the Agreement,  the Agreement  shall be
extended  until June 30, 1999. The LICENSE TERM shall be deleted and replaced by
the following:

     April 30, 1996 through June 30, 1999

3)   With respect to GUARANTEED MINIMUM ROYALTY,  the installment due on January
1, 1999, shall be deleted and the GUARANTEED MINIMUM ROYALTY shall be reduced to
the sum of US$183,750.00. The GUARANTEED MINIMUM ROYALTY payment scheduled shall
be deleted and replaced by the following:

     The Guaranteed  Minimum Royalth for the Licensee Term is  US$183,750.00
     and shall be payable as follows:

     $37,500.00 upon Licnesee's execution hereof ("Advance")
     $16,250.00 on or before October 1, 1996,
     $16,250.00 on or before January 1, 1997,
     $16,250.00 on or before April 1, 1997,
     $16,250.00 on or before July 1, 1997,
     $16,250.00 on or before October 1, 1997,
     $48,750.00 on or before October 1, 1998, and
     $16,250.00 on or before December 15, 1998.


     Except as otherwise  herein  amended,  the Agreement is hereby ratified and
     confirmed in all respects.

     Please  indicate  your  acceptance of the foregoing by signing in the space
     provided below.

                                             Very truly yours,

                                             MTV NETWORKS, A DIVISION OF
                                             VIACOM INTERNATIONAL INC.

                                             By:/s/ illegible

                                             Title: VP



By:/s/ George Horowitz

Title: President/CEO