PLAY BY PLAY TOYS & NOVELTIES INC
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                   EXHIBIT 10.20

                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

            CERTAIN PORTIONS OF THIS EXHIBIT, MARKED AS "*REDACTED*,"
                 HAVE BEEN OMITTED HEREFROM AND FILED SEPARATELY
                  WITH THE COMMISSION BASED UPON A REQUEST FOR
                             CONFIDENTIAL TREATMENT.


                                 RETAIL LICENSE
                         WARNER BROS. CONSUMER PRODUCTS
                                   #12174-WBLT

      THIS AGREEMENT SUPERSEDES AND REPLACES THAT CERTAIN LICENSE DATED MARCH
22, 1994 (#3775-WBLT) AND ANY AMENDMENTS THERETO BETWEEN WARNER BROS. AND
LICENSEE.

      LICENSE AGREEMENT made July 26, 2000, by and between Warner Bros., a
Division of Time Warner Entertainment Company, L.P., c/o Warner Bros. Consumer
Products, a Division of Time Warner Entertainment Company, L.P., whose address
is 4000 Warner Blvd., Burbank, CA 91522 (hereinafter referred to as "LICENSOR")
and PLAY-BY-PLAY TOYS & NOVELTIES whose address is 4400 Tejasco, San Antonio,
TX 78218-0267, Attention: Raymond Braun (hereinafter referred to as "LICENSEE").

                                      WITNESSETH:

      The parties hereto mutually agree as follows:

1.    DEFINITIONS: As used in  this Agreement, the following terms shall have
      the following respective meanings:

      (A) "CHANNELS OF DISTRIBUTION": Licensee may sell the Licensed Products
          through the following channel of distribution only: *REDACTED*

          All other channels of distribution which are not specified above in
          this Paragraph 1(a), are specifically excluded from this Agreement.

      (B) "GUARANTEED CONSIDERATION": The sum of *REDACTED* payable as follows:

          *REDACTED* payable simultaneously with the execution of this
          Agreement;

          *REDACTED* payable on or before December 15, 2000;

          *REDACTED* payable on or before June 15, 2001;

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                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

          *REDACTED* payable on or before December 15, 2001; and

          *REDACTED* payable on or before December 15, 2002.

      (C) "LICENSED PRODUCT (S)":

          A)    "EXCLUSIVE LICENSED PRODUCTS":
                1)   *REDACTED*;
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            B) "NON-EXCLUSIVE LICENSED PRODUCTS":
                1)   *REDACTED*;
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                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

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                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

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                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

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                The "Exclusive Licensed Products" (set forth in Paragraph 1(c)
                (A) above) and the "Non-Exclusive Licensed Products" (set forth
                in Paragraph 1 (c) (B) above) shall be collectively referred to
                herein as the "Licensed Products".

                "Exclusive Products" shall become "Non-Exclusive Products" in
                the event that Licensee fails to pay the guaranteed
                Consideration within thirty (30) days of the payment due dates
                as set forth in Paragraph 1 (b) below, and fails to make royalty
                payments within thirty (30) days of the due date as described in
                Paragraph 5 (a) below.

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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

                "Exclusive Products" shall become "Non-Exclusive Products" in
                the event that such "Exclusive Products" are used in an
                assortment with another item or another Licensed Product.

                Licensee understands that any and all rights to any sound
                element related to the Licensed Products must be obtained
                pursuant to a separate agreement subject to Licensor's approval.

        (D)     "LICENSED PROPERTY": The fictional cartoon characters *REDACTED*
                which constitute "LOONEY TUNES", including the names of said
                characters and all trademarks, copyrights, environmental
                settings and artwork associated therewith. Licensee specifically
                understands and agrees that no rights are granted herein with
                respect to the Warner Bros. "BABY LOONEY TUNES" or "BABY LOONEY
                TUNES CLASSIC COLLECTION" properties, it being understood that
                all rights in and to said property are reserved exclusively to
                Licensor for use and/or licensing as it deems appropriate to
                third parties of its choice. Licensee further understands and
                agrees that the rights granted herein are limited only to the
                cartoon characters set forth above and that any and all rights
                in, to or associated any theatrical motion picture or direct to
                video containing the "LOONEY TUNES" cartoon characters, whether
                live action, animation or both, as well as with any sequels
                thereto, are specifically excluded herefrom, it being understood
                that all rights in and to said property are reserved exclusively
                to Licensor for use/or licensing as it deems appropriate to
                third parties of its choice. Any and all rights in any music or
                sound elements associates with the "LOONEY TUNES" characters are
                specifically excluded herefrom.

         (E)   "MARKETING DATE": July 1, 2000

         (F)   "ROYALTY RATE":  Licensee shall pay to Licensor the sum equal to
               *REDACTED*.

         (G)   "STYLE GUIDE": Any materials provided by Licensor to Licensee
               which sets forth the style, format, characterization and any
               artwork depicting the Licensed Property which has been approved
               by Licensor in writing.

         (H)   "TERM":  July 1, 2000 through *REDACTED*

         (I)   "TERRITORY": United States (fifty states), Puerto Rico and the
                United States Virgin Islands.

2.       GRANT OF LICENSE:

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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

         (A)   Subject to the restrictions, limitations, reservations and
               conditions and Licensor's approval rights set forth in this
               Agreement, Licensor hereby grants to Licensee and Licensee hereby
               accepts for the Term of this Agreement, a license to utilize the
               Licensed Property solely on or in connection with the
               manufacture, distribution and sale of the Licensed Products as
               specified above for the ultimate retail sale to the public
               throughout the Territory *REDACTED*.

         (B)   Without limiting any other approval rights of Licensor as
               contained herein, no television commercials may be utilized under
               this Agreement without the specific prior written approval of
               Licensor.

3.       RESERVATION OF RIGHTS; PREMIUMS:

         (A)   Licensor reserves all rights not expressly conveyed to Licensee
               hereunder, and Licensor may grant licenses to others to use the
               Licensed Property, artwork and textual matter in connection with
               other uses, services and products without limitation.

         (B)   Notwithstanding anything to the contrary stated herein, Licensor,
               for itself and its affiliates, specifically reserves the right,
               without limitation throughout the world, to use, or license any
               third party (s) of its or their choice to use the Licensed
               Property for the marketing, promotion, manufacture, distribution
               and sale of products similar or identical to those licensed
               herein in Paragraph 1 (c) above including without limitation for
               sale through any catalogue (s) or online website produced or
               distributed by or on behalf of Licensor or its affiliated
               companies, or for sale or distribution in any theaters, arenas or
               restaurants or for sale or distribution in connection with any
               home video product, including DVD or other formats, or for sale
               or distribution in any retail stores operated by or on behalf of
               Licensor, its affiliated companies or franchisees, or for sake or
               distribution in any theme/amusement parks operated by or on
               behalf of Licensor or its licensees, Six Flags, Premier Parks,
               Movie Works, or their affiliated companies. In addition, Licensor
               reserves the right to allow Six Flags, Premier Parks and Movie
               World to manufacture (or have manufactured by a third party)
               products similar or identical to those licensed herein for
               distribution or sale in theme and/or amusement parks owned or
               operated by Six Flags, Premier Parks and /or Movie World.
               Further, Licensor reserves the right to use, or license others to
               use, and/or manufacture products similar or identical to those
               licensed herein for use as premiums.

                                       7
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

         (C)   Licensee specifically understands and agrees that no rights are
               granted herein with respect to the Warner Bros. "shield" logo or
               trademark, or any other trademark(s), logo(s) or copyrights owned
               by Licensor other than those specifically set forth above in the
               Licensed Property, it being understood that all rights in and to
               said properties are reserved exclusively to Licensor for use
               and/or licensing as it deems appropriate to third party(s) of its
               choice.

         (D)   Licensee agrees that it will not use, or knowingly permit the
               use, of, and will exercise due care that its customers likewise
               will refrain from the use of , the Licensed Products as a
               premium, except with the prior written consent of Licensor.
               Subject to Licensor's prior written approval as aforesaid,
               Licensee shall pay to Licensor a sum equal to *REDACTED* of all
               premium sales. For purposes of this paragraph, the term "premium"
               shall be defined as including , but not necessarily limited to,
               combination sales, free or self-liquidating items offered to the
               public in conjunction with the sale or promotion of a product or
               service, including traffic building or continuity visits by the
               consumer/customer, or any similar scheme or device, the prime
               intent of which is to use the Licensed Products in such a way as
               to promote, publicize and or sell the products, services or
               business image of the user of such item.

4.       CONSIDERATION:

         (A)   The Guaranteed Consideration paid by licensee as set forth above
               shall be applies against such royalties as are, or have become,
               due to Licensor. No part of such Guaranteed Consideration shall
               be repayable to Licensee. Royalties earned in excess of the
               Guaranteed Consideration applicable to the Term hereof shall not
               offset any Guaranteed Consideration required in respect of the
               succeeding renewal term (if any); likewise, royalties earned in
               excess of the Guaranteed Consideration applicable to the renewal
               term (if any) shall not offset any Guaranteed Consideration
               applicable to any prior term.

         (B)   Royalty Payments: Licensee shall pay to Licensor a sum equal to
               the Royalty Rate as set forth above of all net sales by Licensee
               of the Licensed Products covered by this Agreement. The term "net
               sales" herein shall mean the gross invoice price billed
               customers, less actual quantity discounts and actual returns, but
               no deductions shall be made for uncollectible accounts and
               deductions for actual returns may not exceed 5% of total sales.
               No costs incurred in the manufacture, sale, distribution,
               advertisement, or exploitation of the Licensed Products shall be
               deducted from any royalties payable by Licensee.

                                       8
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

         (C)   Royalties shall be payable concurrently with the periodic
               statements required in Paragraph 5 hereof, except to the extent
               offset by Guaranteed Consideration theretofore remitted.

5.    PERIODIC STATEMENTS:

         (A)   Within thirty (30) days after the end of the first calendar month
               after the date of execution of the License Agreement and promptly
               on the 30th day after the end of each calendar month thereafter,
               Licensee shall furnish to Licensor complete and accurate
               statements certified to be accurate by Licensee, or if a
               corporation, by an officer of Licensee, showing with respect to
               all Licensed Products distributed and sold by Licensee during the
               preceding calendar month the (I) number of units; (ii) country in
               which manufactured, sold and /or to which shipped; (iii)
               Description (as such term is defined below) of the Licensed
               Products; (iv) gross sales prices, and (v) itemized deductions
               from gross sales price, and net sales price together with any
               returns made during the preceding calendar month. Such statements
               shall be furnished to Licensor whether or not any of the licensed
               Products have been sold during calendar months to which such
               statements refer. Receipt or acceptance by Licensor of any of the
               statements furnished pursuant to this Agreement or of any sums
               paid hereunder shall not preclude Licensor from questioning the
               correctness thereof at any time, and in the event that any
               inconsistencies or mistakes are discovered in such statements or
               payments, they shall immediately be rectified and the appropriate
               payments made by Licensee. Upon demand of Licensor, Licensee
               shall at its own expense, but not more than once in any twelve
               (12) month period, furnish to Licensor a detailed statement by an
               independent certified public accountant showing the (I) number of
               units; (ii) country in which manufactured, sold and/or to which
               shipped; (iii) Description of the Licensed Products; (iv) gross
               sales price; and (v) itemized deductions from gross sales price
               and net sales price of the Licensed Products covered by this
               Agreement distributed and/or sold by Licensee up to and including
               the date upon which Licensor has made such demand. For purposes
               of this Subparagraph, the term "Description" shall mean a
               detailed description of the Licensed Products including the
               nature of each of the Licensed Products, any and all names and
               likenesses, whether live actors or animated characters, from the
               Licensed Property utilized on the Licensed Products and/or any
               related packaging and/or wrapping material, and any other
               components of the Licensed Property utilized on the Licensed
               Products and/or any related packaging and/or wrapping material.
               In the event Licensor is responsible for the payment of any
               additional third party participations based on Licensee not
               reporting by character name and likeness as provided above,

                                       9
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               Licensee shall be responsible for reimbursing Licensor for the
               full amount of all such third party claims, including without
               limitation, the participation itself, interest, audit and
               attorneys' fees. Licensee understands and agrees that it is a
               material term and condition of this Agreement that Licensee
               include the Description on all statements. In the event Licensee
               fails to do so, Licensor shall have the right to terminate this
               Agreement, in accordance with the provisions of Paragraph 14
               herein.

         (B)   For the statements and payments required hereunder (Licensee
               shall reference the contract number(s) on all statements and
               payments) if the United States Postal Service is used deliver to
               the following:

               WARNER BROS. COSUMER PRODUCTS
               21477 Network Place
               Chicago,  IL  60673-1214

               For the statements and payments required hereunder (Licensee
               shall reference the contract number (s) on all statements and
               payments) if sent by Federal Express or any other Courier Service
               deliver to the following:

               FIRST CHICAGO NATIONAL BANK
               Attention WBCP lockbox #21477
               525 West Monroe
               8th Floor Mail Room
               Chicago, IL 60661
               Telephone Number 312-732-6277

         (C)   Any payments which are made to Licensor hereunder after the due
               date required therefor, shall bear interest at the then current
               prime rate, as published in The Wall Street Journal (New York
               edition), plus six (6%) percent (or the maximum rate permissible
               by law, if less) from the date such payments are due to the date
               of payment. Licensor's rights hereunder to interest on late
               payments shall not preclude Licensor from exercising any of its
               other rights or remedies pursuant to this Agreement or otherwise
               with regard to Licensee's failure to make timely remittances.

         (D)   Subject completely to the representations, promises and
               conditions set forth in that Licensor Agreement dated October 5,
               1999, by Warner Bros, Consumer Products to Congress Financial
               Corporation (Southwest) (hereinafter the "Licensor Congress
               Agreement"), and to the extent permitted by lender as defined
               therein, Licensee hereby grants to Licensor a lien and security
               interest in Licensee's inventory,

                                       10
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               contract rights and accounts receivable, and all proceeds
               thereof, with respect to the Licensed Products only. Licensee
               agrees to execute all documentation as Licensor may require in
               connection with perfecting such security interests.

6.       BOOKS AND RECORDS:

         (A)   Licensee shall keep, maintain and preserve (in Licensee's
               principal place of business) for at least two (2) years following
               termination or expiration of the Term of the Agreement or any
               renewal(s) hereof (if applicable), complete and accurate records
               of accounts including, without limitation, purchase orders,
               inventory records, invoices, correspondence, banking and
               financial and other records pertaining to the various items
               required to be submitted by Licensee as well as to ensure
               Licensee's compliance with local laws as required pursuant to
               Paragraph 13 (k) hereof. Such records and accounts shall be
               available for inspection and audit at any time or times during or
               after the Term of this Agreement or any renewal(s) hereof (if
               applicable) during reasonable business hours and upon reasonable
               notice by Licensor or its nominees. Licensee agrees not to cause
               or permit any interference with Licensor or nominees of Licensor
               in the performance of their duties. During such inspections and
               audits, Licensor shall have the right to take extracts and/or
               make copies of Licensee's records as it deems necessary.

         (B)   The exercise by Licensor in whole or in part, at any time of the
               right to audit records and accounts or of any other right herein
               granted, or the acceptance by Licensor of any statement or
               statements or the receipt and/or deposit by Licensor, of any
               payment tendered by or on behalf of Licensee shall be without
               prejudice to any rights or remedies of Licensor and such
               acceptance, receipt and/or deposit shall not preclude or prevent
               Licensor from thereafter disputing the accuracy of any such
               statement or payment.

         (C)   If pursuant to its right hereunder Licensor causes an audit and
               inspection to be instituted which thereafter discloses a
               deficiency between the amount found to be due to Licensor and the
               amount actually received or credited to Licensor, then Licensee
               shall, upon Licensor's demand, promptly pay the deficiency,
               together with interest thereon at the then current prime rate
               from the date such amount became due until the date of payment ,
               and, if the deficiency is more than 3% of all royalties paid by
               Licensee during the period covered by the audit, then Licensee
               shall pay the reasonable costs and expenses of such audit and
               inspection.

                                       11
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

7.       INDEMNIFICATIONS:

         (A)   During the Term, and continuing after the expiration or
               termination of this Agreement, Licensor shall indemnify Licensee
               and shall hold it harmless from any loss, liability, damage, cost
               or expense, arising out of any claims or suits which may be
               brought or made against Licensee by reason of the breach by
               Licensor of the warranties or representations as set forth in
               Paragraph 12 hereof, provided that Licensee shall give prompt
               written notice, and full cooperation and assistance to Licensor
               relative to any such claim or suit and provided, further, that
               Licensor shall have the option to undertake and conduct the
               defense of any suite so brought. Licensee shall not, however, be
               entitled to recover for list profits. Licensee shall cooperate
               fully in all respect with Licensor in the conduct and defense of
               said suite and/or proceedings related thereto.

         (B)   During the Term, and continuing after the expiration or
               termination of this Agreement, Licensee shall indemnify Licensor,
               Time Warner Entertainment Company, L.P. ("TWE") and each of its
               affiliates and shall hold them harmless from any loss, liability,
               damage, cost or expense arising out of any claims or suits which
               may be brought or made against Licensor, TWE or any of its
               affiliates, by reason of: (I) any breach of Licensee's covenants
               and undertakings hereunder: (ii) any unauthorized use by Licensee
               of the Licensed Property; (iii) any use of any trademark or
               copyright (except trademarks or copyrights in the Licensed
               Property used in accordance with the terms of this Agreement),
               design, patent, process, method or device; (iv) Licensee's
               non-compliance with any applicable federal, state or local laws
               or with any other applicable regulations; and (v) any alleged
               defects and/or inherent dangers (whether obvious or hidden( in
               the Licensed Products or the use thereof.

         (C)   With regard to Paragraph 7 (b) (iii), (iv) and (v) above,
               Licensee agrees to obtain, at its own expense, Comprehensive
               Commercial General Liability Insurance, including product
               liability coverage providing adequate protection for Licensor and
               Licensee against any such claims or suits in amounts no less than
               three million dollars ($3,000,000) per occurrence, combined
               single limits. Simultaneously with the execution of this
               Agreement, Licensee undertakes to submit to Licensor a fully paid
               policy or certificate of insurance naming Licensor, TWE and each
               of its affiliates as additional insured parties and, requiring
               that the insurer shall not terminate or materially modify such
               policy or certificate of insurance without written notice to
               Licensor at least twenty (20) days in advance thereof. Such
               insurance

                                       12
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               shall at all times be primary and not contributory with any
               insurance carried by Licensor, TWE or any of their affiliates.
               Further the delivery of the policy or certificate, as provided in
               this Paragraph 7 (c) are material obligations of Licensee.

8.       ARTWORK; COPYRIGHT AND TRADEMARK NOTICES:

         (A)   The Licensed Property shall be displayed or used only in such
               form and in such manner as has been specifically approved in
               writing by Licensor in advance and Licensee undertakes to assure
               usage of the trademark(s) and character(s) solely as approved
               hereunder. Licensee further agrees and acknowledges that any and
               all Artwork (defined below) created, utilized, approved and/or
               authorized for use hereunder by Licensor in connection with the
               Licensed Products or which otherwise features or includes the
               Licensed Property shall be owned in its entirety exclusively by
               Licensor. "Artwork" as used herein shall include, without
               limitation, all pictorial, graphic, visual, audio, audio-visual,
               digital, literary, animated, artistic, dramatic, sculptural,
               musical or any other type of creations and applications, whether
               finished or not, including, but not limited to, animation,
               drawings, designs, sketches, images, tooling and tooling aids,
               illustrations, film, video, electronic, digitized or computerized
               information, software, object code, source code, on-line
               elements, music, text, dialogue, stories, visuals, effects,
               scripts, voiceovers, logos, one-sheets, promotional pieces,
               packaging, display materials, printed materials, photographs,
               interstitials, notes, shot logs, character profiles and
               translations, produced by Licensee or for Licensee, pursuant to
               this Agreement. Licensor reserves for itself or its designees all
               rights to use any and all Artwork created, utilized and/or
               approved hereunder without limitation.

         (B)   Licensee acknowledges that, as between Licensor and Licensee, the
               Licensed Property and Artwork and all other depictions
               expressions and derivations thereof, and all copyrights,
               trademarks and other proprietary rights therein are owned
               exclusively by Licensor and Licensee shall have no interest in or
               claim thereto, except for the limited right to use the same
               pursuant to this Agreement and subject to its terms and
               conditions.

               Licensee agrees and acknowledges that any Artwork created by
               Licensee or for Licensee hereunder is a "work made for hire" for
               Licensor under the U.S. Copyright Act, and any and all similar
               provisions of law under other jurisdictions, and that Licensor is
               the author of such works for all purposes, and that Licensor is
               the exclusive owner of all the rights comprised in the undivided
               copyright

                                       13
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               and all renewals, extensions and reversions therein, in and to
               such works in perpetuity and throughout the universe. Licensee
               hereby waives and releases in favor of Licensor all rights (if
               any) of "droit moral" rental rights and similar rights in and to
               the Artwork (the "Intangible Rights") and agrees that licensor
               shall have the right to revise, condense, abridge, expand, adapt,
               change, modify, add to, subtract from, re-title, re-draw,
               re-color, or otherwise modify the Artwork, without the consent of
               Licensee. Licensee hereby irrevocably grants, transfers and
               assigns to Licensor all right, title and interest, including
               copyrights, trademark rights, patent rights and other proprietary
               rights, it may have in and to the artwork in perpetuity and
               throughout the universe, and to all proprietary depictions,
               expressions or derivations of the licensed Property created by or
               for Licensee. Licensee acknowledges that Licensor shall have the
               right to terminate this Agreement in the event Licensee asserts
               any rights (other than those specifically granted pursuant to
               this Agreement) in or to the Licensed Property or Artwork.

               Licensee hereby warrants that any and all work created by
               Licensee under this Agreement apart from the materials provided
               to Licensee by Licensor is and shall by wholly original with or
               fully cleared by Licensee and shall not copy or otherwise
               infringe the rights of any third parties, and Licensee hereby
               indemnifies Licensor and will hold Licensor harmless from any
               such claim of infringement or otherwise involving Licensee's
               performance hereunder. At the request of Licensor, Licensee shall
               execute such form(s) of assignment of copyright or other papers
               as Licensor may reasonably request in order to confirm and vest
               in Licensor the rights in the properties as provided for herein.
               In addition, Licensee hereby appoints Licensor as Licensee's
               Attorney-in-Fact to take such actions and to make, sign, execute,
               acknowledge and deliver all such documents as may from time to
               time be necessary to confirm in Licensor, its successors and
               assigns, all rights granted herein. If any third party makes or
               has made any contribution to the creations of Artwork authorized
               for use hereunder, Licensee agrees to obtain from such party a
               full confirmation and assignment of rights so that the foregoing
               rights shall vest fully in Licensor, in the form of the
               Contributor's Agreement attached hereto as Exhibit 1 and by this
               reference made a part hereof, prior to commencing work, and
               subject to the prior written approval of Licensor ensuring that
               all rights in the Artwork and Licensed Property arise in and are
               assigned to Licensor. Promptly upon entering into each such
               Contributor's Agreement, Licensee shall give Licensor a copy of
               such Contributor's Agreements. Licensee assumes all
               responsibility for such parties and agrees that Licensee shall
               bear any and all risks arising out of or relating to the
               performance of services by

                                       14
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               them and to the fulfillment of their obligations under the
               Contributor's Agreement.

               Upon expiration or termination of this Agreement for any reason,
               or upon demand by Licensor at any time, Licensee shall promptly
               deliver to Licensor all Artwork or Licensed Property, whether
               finished or not, including drawings, drafts, sketches,
               illustrations, screens, data, digital files and information,
               copies or other items, information or things created in the
               course of preparing the Licensed Property and all materials
               provided to Licensee by Licensor hereunder, or, at Licensor's
               option and instruction shall destroy some or all of the foregoing
               and shall confirm to Licensor in writing that Licensee has done
               so. Licensee shall not sue such Artwork or Licensed Property,
               items, information or things, or materials, for any purpose other
               than as permitted under this Agreement.

         (C)   Licensee shall, within thirty (30) days of receiving an invoice,
               pay Licensor for artwork executed for Licensee by Licensor (or by
               third parties under contract to Licensor) for use in the
               development of the Licensed Products and any related packaging,
               display and promotional materials at Licensor's prevailing
               commercial art rates. The foregoing shall include any artwork
               that, in Licensor's opinion, is necessary to modify artwork
               initially prepared by Licensee and submitted or approval.
               Estimates of artwork charges are available upon request.

         (D)   Licensee shall cause to be imprinted, irremovably and legibly on
               each Licensed Products manufactured, distributed or sold under
               this Agreement, and all advertising, promotional, packaging and
               wrapping material wherein the Licensed Property appears, the
               following copyright and/or trademark notice(s) (or such other
               notice as may be approved by Licensor):

               LOONEY TUNES, CHARACTERS, NAMES, AND ALL RELATED INDICIA ARE
               TRADEMARKS OF WARNER BROS. (C) 20____.

               (The year date shall be as instructed by Licensor)

         (E)   In no event shall Licensee use, in respect to the Licensed
               Products and/or in relation to any advertising, promotional,
               packaging or wrapping material, any copyright or trademark
               notices which shall conflict with, be confusing with, or negate,
               any notices required hereunder by Licensor in respect to the
               Licensed Property.

         (F)   Licensee agrees to deliver to Licensor free of cost six (6) of
               each of the Licensed Products together with their packaging and
               wrapping

                                       15
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               material for trademark registration purposes in compliance
               with applicable laws, simultaneously upon distribution to the
               public. Any copyrights or trademarks with respect to the
               Licensed Products shall be procured by and for the benefit of
               Licensor and at Licensor's expense. Licensee further agrees to
               provide Licensor with the date of the first use of the
               Licensed Products in interstate and intrastate commerce.

         (G)   Licensee shall assist Licensor, at Licensor's expense, in the
               procurement, protection, and maintenance of Licensor's rights to
               the Licensed Property. Licensor may, in its sole discretion,
               commence or prosecute and effect the disposition of any claims or
               suits relative to the imitation, infringement and/or unauthorized
               use of the Licensed Property either in its own name, or in the
               name of Licensee, or join Licensee as a party in the prosecution
               of such claims or suits. Licensee agrees to cooperate fully with
               Licensor in connection with any such claims or suits and
               undertakes to furnish full assistance to Licensor in the conduct
               of all proceedings in regard thereto. Licensee shall promptly
               notify Licensor in writing of any infringements or imitations or
               unauthorized uses by others of the Licensed Property, on or in
               relation to products identical to, similar to, or related to the
               Licensed Products. Licensor shall in its sole discretion have the
               right to settle or effect compromises in respect thereof.
               Licensee shall not institute any suit or take any action on
               account of such infringements, imitations or unauthorized uses.

         (H)   Licensee acknowledges receipt of Licensor's Style Guide and
               undertakes to utilize the depictions of the Licensed Property
               (and, if authorized by Licensor, any emblems and/or devices
               associated therewith) in the form as set forth therein on all
               Licensed Products as well as advertising, promotional, packaging
               or wrapping materials, In the event that Licensee desires to
               utilize renditions which vary from those as set forth in the
               Style Guide, Licensee shall make a request to Licensor in that
               connection, and if the request is approved, Licensor shall
               prepare appropriate artwork and deliver same to Licensee.
               Licensee shall utilize such artwork solely in the form furnished
               by Licensor, and shall pay a reasonable fee to Licensor in
               respect thereof not later than one month after delivery thereof
               by Licensor to Licensee, and such fee shall be additional to and
               not offset by any Guaranteed Consideration referred to in
               Paragraph 1 (b) hereinabove.

         (I)   If Licensee is unable or unwilling to use artwork from the
               Licensor's Style Guide and if Licensor is unable or unwilling to
               provide Licensee with artwork as described in subparagraph (h)
               above and if Licensor expressly consents in writing, which
               consent shall not be unreasonably

                                       16
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               withheld, but may be subject to such conditions as Licensor
               may elect in its sole discretion, then and only then may the
               Licensee create or procure the creation of artwork. In any
               event, Licensee shall assign or procure the assignment in
               writing of all rights, copyright and otherwise, in and to any
               artwork or to other material referring to, pertaining, or
               otherwise relating to the Licensed Property, including any and
               all newly created characters, ideas, stories, scenes and
               scenarios which may be marketed in connection with the
               Licensed Property and the Licensed Products, and it is
               intended that this provision shall take effect as an
               assignment of prospective copyrights in works yet to be
               created by or for Licensee referring to, displaying or
               otherwise relating to the Licensed Property. The Licensee
               further undertakes to take all and any steps necessary for the
               recordal or registration of the assignment(s) referred to
               hereinabove.

9.       APPROVALS AND QUALITY CONTROLS:

         (A)   Licensee agrees to strictly comply and maintain compliance with
               the quality standards, specifications and rights of approval of
               Licensor in respect to any and all usage of the Licensed Property
               on or in relation to the Licensed Products throughout the Term of
               the Agreement and any renewals or extensions thereof (if
               applicable). Licensee agrees to furnish to Licensor free of cost
               for its written approval as to quality and style, samples of each
               of the Licensed Products, together with their packaging,
               hangtags, and wrapping material, as follows in the successive
               stages indicated: (I) rough sketches/layout concepts; (ii)
               finished artwork or final proofs; (iii) pre-production samples or
               strike-offs; and (iv) finished products, including packaged
               samples.

         (B)   No Licensed Products and no material utilizing the Licensed
               Property shall be manufactured, sold, distributed or promoted by
               Licensee without prior written approval. Licensee may, subject to
               Licensor's prior written approval, use textual and/or pictorial
               matter pertaining to the Licensed Property on such promotional,
               display and advertising material as may, in its reasonable
               judgment, promote the sale of the Licensed Products. All
               advertising and promotional material relating to the Licensed
               Products must be submitted to the Licensor for its written
               approval at the following stages appropriate to the medium used:
               (I) rough concepts; (ii) layout, storyboard, script; and (iii)
               finished materials.

         (C)   Approval or disapproval shall lie in Licensor's sole discretion.
               Any Licensed Products not so approved in writing shall be deemed
               unlicensed and shall not be manufactured or sold. If any
               unapproved Licensed Products are being sold, Licensor may,
               together with other

                                       17
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               remedies available to it including, but not limited to,
               immediate termination of this Agreement, require such Licensed
               Products to be immediately withdrawn from the market and to be
               destroyed, such destruction to be attested to in a certificate
               signed by an officer of Licensee.

         (D)   Any modification of a Licensed Product must be submitted in
               advance for Licensor's written approval as if it were a new
               Licensed Product. Approval of a Licensed Product which uses
               particular artwork does not imply approval of such artwork for
               use with a different Licensed Product.

         (E)   Licensed Products must conform in all material respects to the
               final production samples approved by Licensor. If in Licensor's
               reasonable judgement, the quality of a Licensed Product
               originally approved has deteriorated in later production runs, or
               if a Licensed Product has otherwise been altered, Licensor may,
               in addition to other remedies available to it, require that such
               Licensed Product be immediately withdrawn from the market.

         (F)   Licensee shall permit Licensor to inspect Licensee's
               manufacturing operations, testing and payroll records (including
               those operations and records of any supplier or manufacturer
               approved pursuant to Paragraph 10 (b) below) with respect to the
               Licensed Products.

         (G)   If any changes or modifications are required to be made to any
               material submitted to Licensor for is written approval in order
               to ensure compliance with Licensor's specifications or standards
               of quality, Licensee agrees promptly to make such changes or
               modifications.

         (H)   Subsequent to final approval, no fewer than twelve (12)
               production samples of Licensed Products will be sent to Licensor
               to ensure quality control simultaneously upon distribution to the
               public. In addition, Licensee shall provide Licensor with six (6)
               catalogs which display all of Licensee's products, not just the
               Licensed Products. Further, Licensor shall have the right to
               purchase any and all Licensed Products in any quantity at the
               maximum discount price Licensee charges its best customer.

         (I)   To avoid confusion of the public, Licensee agrees not to
               associate other characters or properties with the Licensed
               Property on the Licensed Products or in any packaging,
               promotional or display materials unless Licensee receives
               Licensor's prior written approval. Furthermore, Licensee agrees
               not to use the Licensed Property (or any

                                       18
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               component thereof) on any business sign, business cards,
               stationery or forms, nor as part of the name of Licensee's
               business or any division thereof.

         (J)   Licensee shall use its best efforts to notify its customers of
               the requirement that Licensor has the right to approve all
               promotional, display and advertising material pursuant to this
               Agreement.

         (K)   It is understood and agreed that any animation used in electronic
               media, including but not limited to animation for television
               commercials and character voices for radio commercials, shall be
               produced by Warner Bros. Animation pursuant to a separate
               agreement between Licensee and Warner Bros. Animation, subject to
               Warner Bros. Animation's customary rates. It is understood and
               agreed that, in the event Licensee utilizes the services of WB
               Toys, Licensee shall reimburse WB Toys for all costs and expenses
               at WB Toy's customary rates. Any payment made to Warner Bros.
               Animation and/or WB Toys for such animation and/or services shall
               be in addition to and shall not offset the Guaranteed
               Consideration set forth in Paragraph 1 (b).

         (L)   Licensor's approval of Licensed Products (including without
               limitation, the Licensed Products themselves as well as
               promotional, display, and advertising materials) shall in no way
               constitute or be construed as an approval by Licensor of
               Licensee's use of any trademark, copyright and/or other
               proprietary materials, not owned by Licensor.

10.      DISTRIBUTION; SUB-LICENSE MANUFACTURE:

         (A)   Within the Channels of Distribution set forth in Paragraph 1 (a)
               hereof, Licensee shall sell the Licensed Products to wholesalers,
               distributors, or retailers for sale or resale and distribution
               directly to the public. If Licensee sells or distributes the
               Licensed Products at a special price, directly or indirectly, to
               itself, including without limitation, any subsidiary of Licensee
               or to any other person, firm, or corporation affiliated with
               Licensee or its officers, directors, or major stockholders, for
               ultimate sale to unrelated third parties, Licensee shall pay
               royalties with respect to such sales or distribution, based upon
               the price generally charged the trade by Licensee.

         (B)   Licensee shall not be entitled to sub-license any of its rights
               under this Agreement. In the event Licensee is not the
               manufacturer of the Licensed Products, Licensee shall, subject to
               the prior written approval of Licensor, which approval shall not
               be unreasonably withheld, be

                                       19
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

               entitled to utilize a third party manufacturer in connection
               with the manufacture and production of the Licensed Products,
               provided that such manufacturer shall execute a letter in the
               form of Exhibit 2 attached hereto and by this reference made a
               part hereof. In such event, Licensee shall remain primarily
               obligated under all of the provisions of this Agreement and
               any default of this Agreement by such manufacturer shall be
               deemed a default by Licensee hereunder. In no event shall any
               such third party manufacturer agreement include the right to
               grant any rights to subcontractors.

         11.   GOODWILL: Licensee recognizes the great value of the publicity
               and goodwill associated with the Licensed Property and
               acknowledges: (I) such goodwill is exclusively that of Licensor;
               and (ii) that the Licensed Property has acquired a secondary
               meaning as Licensor's trademarks and/or identifications in the
               mind of the purchasing public. Licensee further recognizes and
               acknowledges that a breach by Licensee of any of its covenants,
               agreements or undertakings hereunder will cause Licensor
               irreparable damage, which cannot be readily remedied in damages
               in an action at law, and may, in addition thereto, constitute an
               infringement of Licensor's copyrights, trademarks and/other
               proprietary rights in, and to the Licensed Property, thereby
               entitling Licensor to equitable remedies, and costs.

         12.   LICENSOR'S WARRANTIES AND REPRESENTATIONS:
               Licensor represents and warrants to Licensee that:

                (A) It has, and will have throughout the Term of this Agreement,
                    the right to license the Licensed Property to Licensee in
                    accordance with the terms and provisions of this Agreement;
                    and

                (B) The making of this Agreement by Licensor does not violate
                    any agreements, rights, or obligations of any person, firm
                    or corporation.

         13.    LICENSEE'S WARRANTIES AND REPRESENTATIONS: Licensee represents
                and warrants to Licensor that, during the Term and thereafter:

                (A) It will not attack the title of Licensor (or third parties
                    that have granted rights to Licensor) in and to the Licensed
                    Property or any copyright or trademarks pertaining thereto,
                    nor will it attack the validity of the license granted
                    hereunder;

                (B) It will not harm, misuse or bring into disrepute the
                    Licensed Property, but on the contrary, will maintain the
                    value and reputation thereof to the best of its ability;

                                       20
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

                (C) It will manufacture, sell, promote and distribute the
                    Licensed Products in an ethical manner and in accordance
                    with the terms and intent of this Agreement, and in
                    compliance with all applicable government regulations and
                    industry standards;

                (D) It will not create any expenses chargeable to Licensor
                    without the prior written approval of Licensor in each and
                    every instance. Except as provided by the Licensor Congress
                    Agreement, or as may have been previously granted by
                    Licensee, pursuant to its recently completed refinancing, it
                    will not cause or allow any liens or encumbrances to be
                    placed against, or grant any security interest (except to
                    Licensor as provided hereunder) in, the Licensed Property
                    and/or Licensee's inventory, contract rights and/or accounts
                    receivables, and/or proceeds thereof, with respect to the
                    Licensed Products without Licensor's prior written consent;

                (E) If will protect to the best of its ability its right to
                    manufacture, sell, promote, and distribute the Licensed
                    Products hereunder;

                (F) It will at all times comply with all government laws and
                    regulations, including but not limited to product safety,
                    food, health, drug, cosmetic, sanitary or other similar
                    laws, and all voluntary industry standards relating or
                    pertaining to the manufacture, sale, advertising or use of
                    the Licensed Products, and shall maintain its appropriate
                    customary high quality standards during the Term hereof. It
                    shall comply with any regulatory agencies which shall have
                    jurisdiction over the Licensed Products and shall procure
                    and maintain in force any and all permissions,
                    certifications and /or other authorizations from
                    governmental and/or other official authorities that may be
                    required in response thereto. Each Licensed Product and
                    component thereof distributed hereunder shall comply with
                    all applicable laws, regulations and voluntary industry
                    standards. Licensee shall follow reasonable and proper
                    procedures for testing that all Licensed Products comply
                    with such laws, regulations and standards. Licensee shall
                    permit Licensor or its designees to inspect testing records
                    and procedures with respect to the Licensed Products for
                    compliance. Licensed Products that do not comply with all
                    applicable laws, regulations and standards shall
                    automatically be deemed unapproved and immediately taken off
                    the market;

                (G) It shall, upon Licensor's request, provide credit
                    information to Licensor including, but not limited to,
                    fiscal year-end financial statements (profit-and-loss
                    statement and balance sheet) and operating statements;

                                       21
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

                (H) It will provide Licensor with the date(s) of first use of
                    the Licensed Products in interstate and intrastate commerce,
                    where appropriate;

                (I) It will, pursuant to Licensor's instructions, duly take any
                    and all necessary steps to secure execution of all necessary
                    documentation for the recordation of itself as user of the
                    Licensed Property in any jurisdiction where this is required
                    or where Licensor reasonably requests that such recordation
                    shall be effected. Licensee further agrees that it will at
                    its own expense cooperate with Licensor in cancellation of
                    any such recordation at the expiration of this Agreement or
                    upon termination of Licensee's right to use the Licensed
                    Property. Licensee hereby appoints Licensor its
                    Attorney-in-Fact for such purpose;

                (J) It will not deliver or sell Licensed Products outside the
                    Territory or knowingly sell Licensed Products to a third
                    party for delivery outside the Territory;

                (K) It will not use any labor that violates any local labor
                    laws, including all wage and hour laws, laws against
                    discrimination and that it will not use prison, slave or
                    child labor in connection with the manufacture of the
                    Licensed Products;

                (L) It shall not send, share with or otherwise disclose any
                    Artwork to any third party, including licensees of Licensor,
                    but with the exception of approved third party manufacturers
                    hereunder, without the prior written consent of Licensor;

                (M) It shall at all times comply with all manufacturing, sales,
                    distribution, retail and marketing policies and strategies
                    promulgated by Licensor from time-to-time; and

                (N) If requested by Licensor to do so, it will utilize specific
                    design elements of the Licensed Property provided to
                    Licensee by Licensor on hangtags, labels, and other
                    materials.

         14.    TERMINATION BY LICENSOR:

                (A) Licensor shall have the right to terminate this Agreement
                    without prejudice to any rights which it may have, whether
                    pursuant to the provisions of this Agreement, or otherwise
                    in law, or in equity, or otherwise, upon the occurrence of
                    any one or more of the following events (herein called
                    "defaults"):

                                       22
<PAGE>
                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

                I.  Licensee defaults in the performance of any of its
                    obligations provided for in this Agreement; or

                II. Licensee shall have failed to deliver to Licensor or to
                    maintain in full force and effect the insurance referred to
                    in Paragraph 7 (c ) hereof; or

               III. Licensee shall fail to make any payments due hereunder on
                    the date due; or

                IV. Licensee shall fail to deliver any of the statements
                    required herein or to give access to the premises and/or
                    license records pursuant to the provisions hereof to
                    Licensor's authorized representatives for the purposes
                    permitted hereunder; or

                V.  Licensee shall fail to comply with any laws, regulations or
                    voluntary industry standards as provided in Paragraph 13
                    (f), or if any governmental agency or other body, office or
                    official vested with appropriate authority finds that the
                    Licensed Products are harmful or defective in any way,
                    manner or form, or are being manufactured, sold or
                    distributed in contravention of applicable laws, regulations
                    or standards, or in a manner likely to cause harm; or

                VI. Subject to the conditions of the Licensor Congress
                    Agreement, Licensee shall be unable to pay its debts when
                    due, or shall make any assignment for the benefit of
                    creditors, or shall file any petition under the bankruptcy
                    or insolvency laws of any jurisdiction, county or place, or
                    shall have or suffer a receiver or trustee to be appointed
                    for its business or property, or be adjudicated a bankrupt
                    or an insolvent; or

               VII. Licensee does not commence in good faith to manufacture,
                    distribute and sell each of the Licensed Products and
                    utilize each character set forth in the Licensed Property
                    ("Character") throughout the Territory on or before the
                    Marketing Date and thereafter fails to diligently and
                    continuously manufacture, distribute and sell each of the
                    Licensed Products and utilize each Character throughout the
                    Territory. Such default and Licensor's resultant right of
                    termination (or recapture) shall only apply to the specific
                    Character(s) and/or the specific Licensed Products, which or
                    wherein Licensee fails to meet said Marketing Date
                    requirement; or

                                       23
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

              VIII. Licensee shall manufacture, sell or distribute, whichever
                    first occurs, any of the Licensed Products without the prior
                    written approval of Licensor as provided in Paragraph 9
                    hereof, or

                IX. Licensee undergoes a substantial change of management or
                    control; or

                 X. Licensee uses artwork which has not been approved by
                    Licensor in compliance with the provisions of Paragraph 8
                    (h) or (I ) hereof; or

                XI. A manufacturer approved pursuant to Paragraph 10 (b) hereof
                    shall sell Licensed Products to parties other than Licensee
                    or engage in conduct, which conduct if engaged in by
                    Licensee would entitle Licensor to terminate this Agreement;
                    or

               XII. Licensee delivers or sells Licensed Products outside the
                    Territory of knowingly sells Licensed Products to a third
                    party who Licensee knows intends to, or who Licensee
                    reasonably should suspect intends to, sell or deliver such
                    Licensed Products outside the Territory; or

              XIII. License uses any labor that violates any local labor laws
                    and/or it uses prison, slave or child labor in connection
                    with the manufacture of the Licensed Products; or

               XIV. Licensee has made a material misrepresentation or has
                    omitted to state a material fact necessary to make the
                    statements not misleading; or

                XV. Licensee shall breach any other agreement in effect between
                    Licensee on the one hand and Licensor on the other.

         (B)    In the event any of these defaults occur, Licensor shall give
                notice of termination in writing to Licensee in the manner
                prescribed in Paragraph 16 below. Licensee shall have ten (10)
                days from the date of giving notice in which to correct any of
                these defaults (except subdivisions (vii), (viii), (x), and
                (xii) above which are not curable), and failing such, this
                Agreement shall thereupon immediately terminate , and any and
                all payments then or later due from Licensee hereunder
                (including Guaranteed Consideration) shall then be promptly due
                and payable in full and no portion of those prior payments shall
                be repayable to Licensee.

                                       24
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

         15.    FINAL STATEMENT UPON TERMINATION OR EXPIRATION: Licensee shall
                deliver, as soon as practicable, but not later than thirty (30)
                days following expiration or termination of this Agreement, a
                statement indicating the number and description of Licensed
                Products on hand together with a description of all advertising
                and promotional materials relating thereto. Following expiration
                or termination of the Agreement, Licensee shall immediately
                cease any and all manufacturing of the Licensed Product.
                However, if Licensee has complied with all the terms of the
                Agreement, including, but not limited to, complete and timely
                payment of the Guaranteed Consideration and Royalty Payments,
                then Licensee may continue to distribute and sell its remaining
                inventory for a period not to exceed sixty (60) days following
                such termination or expiration (the "Sell-Off Period"), subject
                to payment of applicable royalties thereto. In no event,
                however, may Licensee distribute and sell during the Sell-Off
                Period an amount of Licensed Products that exceeds the average
                amount of Licensed Products sold during any consecutive sixty
                (60) day period during the Term. In the event this Agreement is
                terminated by Licensor for any reason under this Agreement,
                Licensee shall be deemed to have forfeited its Sell-Off Period.
                If Licensee has any remaining inventory of the Licensed Products
                following the Sell-Off Period, Licensee shall, at Licensor's
                option, make available such inventory to Licensor for purchase
                at or below cost, deliver up to Licensor for destruction said
                remaining inventory or furnish to Licensor an affidavit
                attesting to the destruction of said remaining inventory.
                Licensee shall, at Licensor's options, deliver to Licensor at no
                charge all tooling, tooling aids and other Artwork related to
                the Licensed Products, deliver up to Licensor for destruction
                said tooling, tooling aids and other Artwork or furnish to
                Licensor an affidavit attesting to the destruction of said
                tooling, tooling aids and other Artwork. Licensor shall have the
                right to conduct a physical inventory in order to ascertain or
                verify such inventory and/or statement. In the event that
                Licensee refuses to permit Licensor to conduct such physical
                inventory, Licensee shall forfeit its rights to the Sell-Off
                Period hereunder or any other rights to dispose of such
                inventory. In addition to the forfeiture, Licensor shall have
                recourse to all other legal remedies available to it.

         16.    NOTICES: Except as otherwise specifically provided herein, all
                notices which either party hereto are required or may desire to
                give to the other shall be given by addressing the same to the
                other at the address set forth above, or at such other address
                as may be designated in writing by any such party in a notice to
                the other given in the manner prescribed in this paragraph. All
                such notices shall be sufficiently given when the same shall be
                deposited so addressed, postage prepaid, in the United States
                mail and/or when the same shall have been delivered, so
                addressed, by facsimile or by overnight delivery service, and
                the date of transmission by

                                       25
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

                facsimile, receipt of overnight delivery service or two business
                days after mailing shall for the purposes of this Agreement be
                deemed the date of the giving of such notice.

         17.    NO PARTNERSHIP, ETC.: This Agreement does not constitute and
                shall not be construed as constitution of a partnership or joint
                venture between Licensor and Licensee. Neither party shall have
                any right to obligate or bind the other party in any manner
                whatsoever, and nothing herein contained shall give, or is
                intended to give, any rights of any kind to any third persons.

         18.    NO SUBLICENSING/NON-ASSIGNABILITY: This Agreement shall bind and
                inure to the benefit of Licensor, its successors and assigns.
                This Agreement is personal to Licensee. Licensee shall not
                sublicense, franchise or delegate to third parties its rights
                hereunder (except as set forth in Paragraph 10 (b) hereof).
                Neither this Agreement nor any of the rights of Licensee
                hereunder shall be sold, transferred or assigned by Licensee and
                no rights hereunder shall devolve by operation of law or
                otherwise upon any receiver, liquidator, trustee or other party.

         19.    BANKRUPTCY RELATED PROVISIONS:

                (A) The parties hereby agree and intend that this Agreement is
                    an executory contract governed by Section 365 of the
                    Bankruptcy Code.

                (B) In the event of Licensee's bankruptcy, the parties intend
                    that any royalties payable under this Agreement during the
                    bankruptcy period be deemed administrative claims under the
                    Bankruptcy Code because the parties recognize and agree that
                    the bankruptcy estate's enjoyment of this Agreement will (I)
                    provide a material benefit to the bankruptcy estate during
                    its reorganization and (ii) deny Licensor the benefit of the
                    exploitation of the rights through alternate means during
                    the bankruptcy reorganization.

                (C) The parties acknowledge and agree that any delay in the
                    decision of the trustee of the bankruptcy estate to assume
                    or reject the Agreement (the "Decision Period") materially
                    harms Licensor by interfering with Licensor's ability to
                    alternatively exploit the rights granted under this
                    Agreement during a Decision Period of uncertain duration.
                    The parties recognize that arranging appropriate alternative
                    exploitation would be a time consuming and expensive process
                    and that it is unreasonable for Licensor to endure a
                    Decision Period of extended uncertainty. Therefore, the
                    parties agree that the Decision Period shall not exceed
                    sixty (60) days.

                                       26
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                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

                (D) Licensor, in its interest to safeguard its valuable
                    interests (including, without limitation, its intellectual
                    property rights in the Licensed Property), has relied on the
                    particular skill and knowledge base of Licensee. Therefore,
                    the parties acknowledge and agree that in a bankruptcy
                    context this Agreement is a license of the type described by
                    Section 365 (c ) (1) of the Bankruptcy Code and my not be
                    assigned without the prior written consent of the Licensor.

         20.    CONSTRUCTION: This Agreement shall be construed in accordance
                with the laws of the State of California of the United States of
                America without regard to its conflicts of laws provisions.

         21.    WAIVER, MODIFICATION, ETC.: No waiver, modification or
                cancellation of any term or condition of this Agreement shall be
                effective unless executed in writing by the party charged
                therewith. No written waiver shall excuse the performance of any
                acts other than those specifically referred to therein. The fact
                that the Licensor has not previously insisted upon Licensee
                expressly complying with any provision of this Agreement shall
                not be deemed to be a waiver of Licensor's future right to
                require compliance in respect thereof and Licensee specifically
                acknowledges and agrees that the prior forbearance in respect of
                any act, term or condition shall not prevent Licensor from
                subsequently requiring full and complete compliance thereafter.
                If any term or provision of this Agreement is held to be invalid
                or unenforceable by any court of competent jurisdiction or any
                other authority vested with jurisdiction, such holding shall not
                affect the validity of enforceability of any other term or
                provision hereto and this Agreement shall be interpreted and
                construed as if such term or provision, to the extent the same
                shall have been held to be invalid, illegal or unenforceable,
                had never been contained herein. Headings of paragraphs herein
                are for convenience only and are without substantive
                significance.

         22.    CONFIDENTIALITY: The Artwork and the materials and information
                supplied to Licensee hereunder constitute, relate to, contain
                and form a part of confidential and proprietary information of
                Licensor, including, but not limited to , Style Guides, design
                elements, characters profiles, unpublished copyrighted material,
                release dates, marketing and promotional strategies, information
                about new products, properties and characters, the terms and
                conditions of this Agreement, and other information which is
                proprietary in nature or is a trade secret (collectively, the
                "Proprietary Information"). Licensee acknowledges and agrees
                that the Proprietary Information is highly confidential and that
                disclosure of the Proprietary Information will result in serious
                harm to Licensor. Among other damage, unauthorized disclosure of
                the Proprietary Information will (I) damage Licensor's carefully
                planned marketing

                                       27
<PAGE>
                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

                strategies, (ii) reduce interest in the Licensed Property, ii)
                make unique or novel elements of the Licensed Property
                susceptible to imitation or copying by competitors, infringers
                third parties prior to Licensor's release of the information or
                materials, (iv) damage Licensor's proprietary protection in
                undisclosed or unpublished information or materials, and (v)
                provide unauthorized third parties with materials capable of
                being used to create counterfeit and authorized merchandise,
                audio-visual products or other products, all of which will
                seriously damage Licensor's rights and business. Except as
                expressly approved in writing by licensor, Licensee shall not
                reproduce or use the Proprietary Information and shall not
                discuss, distribute, disseminate or otherwise disclose the
                Proprietary Information or the substance of contents thereof, in
                whole or in part, in its original form or in any other form,
                with or to any other person or entity other than Licensee's
                employees and third parties who have executed a Contributor's
                Agreement (as provided in Paragraph 8 (b)) or third party
                manufacturer's agreement (as provided in paragraph 10 (b)) and
                been approved Licensor as provided hereunder, and such employees
                and third parties shall be given access to the Proprietary
                Information only on a "need-to-know" basis.

         23.    ENTIRE AGREEMENT: This Agreement constitutes the entire
                Agreement between the parties concerning the subject matter
                hereof and cancels and supersedes any prior understandings and
                agreements between the parties hereto with respect thereto.
                There are no representations, warranties, terms, conditions,
                undertakings or collateral agreements, expressed, implied or
                statutory, between the parties other than as expressly set forth
                in this Agreement.

         24.    OTHER AGREEMENTS: Licensor hereby consents to the inclusion of
                this contract #12174-WBLT on that Schedule A to the Licensor
                Congress Agreement, and agrees to execute a copy of it including
                this Agreement as subject to it.

         25.    ACCEPTANCE BY LICENSOR: This instrument, when signed by
                Licensee, shall be deemed an application for license and not a
                binding agreement unless and until accepted by Warner Bros.
                Consumer Products by signature of a duly authorized officer and
                the delivery of such a signed copy to Licensee. The receipt
                and/or deposit by Warner Bros. Consumer Products of any check or
                other consideration given by Licensee and/or delivery of any
                material by Warner Bros. Consumer Products to Licensee shall not
                be deemed an acceptance by Warner Bros. Consumer Products of
                this application. The foregoing shall apply to any documents
                relating to renewals or modifications hereof. The deposit by
                Licensor of Licensee's $150,000 advance payment together with
                Licensee's executed copy of this Agreement shall be an
                acceptance by Warner Bros. Consumer Products of the Agreement,
                notwithstanding provision to the contrary.

                                       28
<PAGE>
                                          -----------------------------------
                                               CONFIDENTIAL TREATMENT
                                                    REQUESTED BY
                                          PLAY BY PLAY TOYS & NOVELTIES, INC.
                                          -----------------------------------

      This Agreement shall be of no force or effect unless and until it is
signed by all of the parties listed below:

AGREED AND ACCEPTED:                      AGREED AND ACCEPTED:

LICENSOR:                                 LICENSEE:

WARNER BROS. CONSUMER                     PLAY-BY-PLAY TOYS
PRODUCTS, A Division of Time              & NOVELTIES
Warner Entertainment Company, L.P.
on Behalf of itself and as Agent for
Warner Bros., A Division of Time
Warner Entertainment Company, L.P.

By:_________________________________      By:___________________________
   Gary R. Simon
   Vice President & General Counsel

Date:_______________________________      Date:_________________________

                                       29
</TEXT>
</DOCUMENT>
