Common use of ACCEPTANCE BY LICENSOR Clause in Contracts

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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 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: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERS, INC. a division of Time Warner Entertainment Companx, X.P. By: /s/ Gary R. Simon By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. Simon, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.

ACCEPTANCE BY LICENSOR. This instrument, 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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, PLAY-BY-PLAY TOYS A DIVISION OF TIME WARNER ENTERTAINMENT NOVELTIES, INC. COMPANY L.P., ON BEHALF OF ITSELF AND AS AGENT FOR WARNER BROS., A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY L.P. By:/S/ GARY R. SIMON By:/S/ SAUL GAMORAN Xxxx X. Xxxon Xxxx Xxxxxxn Xxxx Xxxxxxxnt, Legal Affairs Xxxxxxxxx Xice President and General Counsel Date: 1/27/98 Date: 1/27/98 SCHEDULE A, CHART #1, SCHEDULE A, CHART #2, AND SCHEDULES A-1 THROUGH D-15, INCLUSIVE, HAVE BEEN OMITTED HEREFROM AND FILED SEPARATELY WITH THE COMMISSION BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. 26 #68116 - EXHIBIT 1 WARNER BROS. CONSUMER PRODUCTS 4000 Warner Blvd. Triangle Bldg. - 3rd Floor Burbank, CA 91522 RE: XXXXXXXX XX XXXXX XXXXY MANUFACTURER Gentlemen: This letter will serve as notice to you that pursuant to Paragraph 10.(b) of the License Agreement dated _____________________, between WARNER BROS., A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY L.P. and PLAY-BY-PLAY TOYS & NOVELTIES, INC. ("Licensee"), we have been engaged as the manufacturer for Licensee in connection with the manufacture of Licensed Products as defined in the aforesaid License Agreement. We hereby acknowledge that we may not manufacture Licensed Products for, or sell or distribute Licensed Products to, anyone other than Licensee. We hereby further acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Products. It is expressly understood that we are obligated to comply with all local laws, including without limitation, labor laws, wage and hour laws and anti-discrimination laws and that you or your representatives shall, at anytime, have the right to inspect our facilities and review our records to ensure compliance therewith. It is understood that this engagement is on a royalty free basis and that we may not subcontract any of our work without your prior written approval. We understand that our engagement as the manufacturer for Licensee is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid. Very truly yours, _________________________ Manufacturer/Company Name By:______________________ signature _________________________ printed name AGREED TO AND ACCEPTED: _________________________ address WARNER BROS. CONSUMER PRODUCTS, A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY, L.P. _________________________ dated _________________________ By:____________________________ product(s) manufacturing Gary R. Simon Vice President, Legal Affairs ___________________________ dated #68116 - EXHIBIT 2 CONTRIBUTOR'S AGREEMENT I, __________________________________, the undersigned ("Contributor"), have been engaged by _________________________ ("Licensee") to work on or contribute to the creation of Licensed Products, described as __________________________________________, by Licensee under an agreement between Licensee and Warner Bros., a division of Time Warner Entertainment CompanxCompany L.P., X.P. c/o Warner Bros. Consumer Products, a division of Time Warner Entertainment Company L.P. ("Warner"), dated ________________________. I understand and agree that the Licensed Products, and all artwork or other results of my services for Licensee in connection with such Licensed Products ("Work") is a "work made for hire" for Warner and that all right, title and interest in and to the Work shall vest and remain with Warner. I reserve no rights therein. Without limiting the foregoing, I hereby assign and transfer to Warner all other rights whatsoever, in perpetuity throughout the universe which I may have or which may arise in me or in connection with the Work. I hereby waive all moral rights in connection with such Work together with any other rights which are not capable of assignment. I further agree to execute any further documentation relating to such transfer or waiver or relating to such Work at the request of Warner or Licensee, failing which Warner is authorized to execute same as my Attorney-in-Fact. CONTRIBUTOR: By: /s/ Gary R. Simon Date: WARNER BROS. CONSUMER PRODUCTS: By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. Simon, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTEXHIBIT 3 LICENSE AGREEMENT #68116 EUROPE, MARKED BY BRACKETSMIDDLE EAST AND AFRICA: United Kingdom, HAS Eire, France, Germany, Italy, Spain, Portugal, Belgium, The Netherlands, Luxembourg, Greece, Denmark, Sweden, Finland, Austria, Norway, Iceland, Liechtenstein, Switzerland, Turkey, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, Albania, Croatia, Slovenia, Bosnia-Herzegovina, Montenegro, Kosovo, Macedonia, Serbia, Vojvodina Latvia, Estonia, Lithuania, Russia, Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgystan, Moldova, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Bahrain, Cyprus, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Qatar, Republic of Yemen, South Yemen, Saudi Arabia, Syria, United Arab Emirates, Algeria, Angola, Benin, Botswana, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Congo, Djibouti, Egypt, Equatorial Guinea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea Bissau, Ivory Coast, Kenya, Lesotho, Liberia, Libya, Malawi, Mali, Mauritania, Morocco, Mozambique, Namibia, Niger, Rwanda, Senegal, Sierra Leone, Somalia, South Africa, Sudan, Swaziland, Tanzania, Togo, Tunisia, Uganda, Western Sahara, Zaire, Zambia, Zimbabwe. EXHIBITS 4 AND 5 HAVE BEEN OMITTED HEREFROM AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENTBASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT.

ACCEPTANCE BY LICENSOR. This instrument, 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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, PLAY-BY-PLAY TOYS & a Division of Time Warner NOVELTIES, INC. Entertainment Company L.P., on behalf of itself and as Agent for Warner Bros., a Division of Time Warner Entertainment Company L.P. By: /s/ GARY R. SIMON Xx:/x/ SAUL GAMORAN Gary X. Xxxxx Saul Gamoran Vice Xxxxxxxxx, Xegal Affairs Executive Vice President and General Counsel Date: 1/27/98 Date: 1/27/98 -25- #90248 07978 00004 CORP 187184 EXHIBIT 1 #90248 WARNER BROS. CONSUMER PRODUCTS 4000 Warner Blvd. Triangle Xxxx. - 0xx Xxxxx Xxxxxxx, XX 00000 XX: XXXXXXXX XX XXXXX PARTY MANUFACTURER Gentlemen: This letter will serve as notice to you that pursuant to Paragraph 10.(b) of the License Agreement dated ___________, between WARNER BROS., A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY L.P. and PLAY-BY-PLAY TOYS & NOVELTIES, INC. ("Licensee"), we have been engaged as the manufacturer for Licensee in connection with the manufacture of Licensed Products as defined in the aforesaid License Agreement. We hereby acknowledge that we may not manufacture Licensed Products for, or sell or distribute Licensed Products to, anyone other than Licensee. We hereby further acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Products. It is expressly understood that we are obligated to comply with all local laws, including without limitation, labor laws, wage and hour laws and anti-discrimination laws and that you or your representatives shall, at anytime, have the right to inspect our facilities and review our records to ensure compliance therewith. It is understood that this engagement is on a royalty free basis and that we may not subcontract any of our work without your prior written approval. We understand that our engagement as the manufacturer for Licensee is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid. Very truly yours, Manufacturer/Company Name By: signature -26- #90248 07978 00004 CORP 187184 printed name address AGREED TO AND ACCEPTED dated WARNER BROS. CONSUMER PRODUCTS, A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY, L.P. product(s) manufacturing By: Gary R. Simon Vice Pxxxxxxxx, Xxxal Affairs dated -27- #90248 07978 00004 CORP 187184 EXHIBIT 2 #90248 CONTRIBUTOR'S AGREEMENT I, ______________________________________ the undersigned ("Contributor"), have been engaged by _________________________________________ ("Licensee") to work on or contribute to the creation of Licensed Products, described as ____________________________________, by Licensee under an agreement between Licensee and Warner Bros., a division of Time Warner Entertainment CompanxCompany L.P., X.P. c/o Warner Bros. Consumer Products, a division of Time Warner Entertainment Company L.P. ("Warner"), dated ___________________. I understand and agree that the Licensed Products, and all artwork or other results of my services for Licensee in connection with such Licensed Products ("Work") is a "work made for hire" for Warner and that all right, title and interest in and to the Work shall vest and remain with Warner. I reserve no rights therein. Without limiting the foregoing, I hereby assign and transfer to Warner all other rights whatsoever, in perpetuity throughout the universe which I may have or which may arise in me or in connection with the Work. I hereby waive all moral rights in connection with such Work together with any other rights which are not capable of assignment. I further agree to execute any further documentation relating to such transfer or waiver or relating to such Work at the request of Warner or Licensee, failing which Warner is authorized to execute same as my Attorney-in-Fact. CONTRIBUTOR: By: /s/ Gary R. Simon Date: WARNER BROS. CONSUMER PRODUCTS: By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. Simon, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -28- #90248 07978 00004 CORP 187184 EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS 3 LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a#90248 XXXXX XXXXXXX XXXXX XXXXXXX: Xxxxxx XXXXXXXXX XXXXXXS: Bermuda British West Indies Cayman Jamaica Bahamas Virgin Islands (British) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.Trinidad/Tobago Dominican Republic/Haiti French West Indies Guadalupe Martinique Netherland Antilles Puerto Rico Aruba Bonaire Curacao CENTRAL AMERICA: Belize Costa Rica El Salvador Guatemala Honduras Nicaragua Panama SOUTH AMERICA: Argentina Bolivia Brazil Chile Colombia Ecuador French Guyana Guyana Paraguay Peru Suriname Uruguay Venezuela

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 Products, a Time Warner Entertainment Company 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 Products, a Time Warner Entertainment Company of any check or other consideration given by Licensee and/or delivery of any material by Warner Bros. Consumer Products Products, a Time Warner Entertainment Company to Licensee shall not be deemed an acceptance by Warner Bros. Consumer Products Products, a Time Warner Entertainment Company of this application. The foregoing shall apply to any documents relating to renewals or modifications hereof. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED AGREED AND ACCEPTED: AGREED and ACCEPTEDLICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, A ACE NOVELTY COMPANY, INC. TIME WARNER ENTERTAINMENT COMPANY As Agent for Warner Bros. a division of Time Warner Entertainment CompanxCompany, X.P. L.F. By: /s/ GARY R. SIMON By: /s/ SAUL GAMORAN Xxxx X. Xxxxn Xxxx Xxxxxxn Xxxx Xxxxxxxnt, Legal Affairs Xxxxxxxxx Xice President Date: 3/22/97 Date: 3-17-97 EXHIBIT 1 #3775-WBLT Dated Warner Bros. Consumer Products, a Time Warner Entertainment Company 4000 Warner Boulevard Burbank, CA 91522 Gentlemen: This letxxx xxxx xxxxx xx xxxxxx xx xxx xxxx xxxsuant to subparagraph 10(b) of the License Agreement between your client WARNER BROS. and ACE NOVELTY COMPANY, INC., we have been engaged as the manufacturer for ACE NOVELTY COMPANY, INC. in connection with the manufacture of the Licensed Product(s) as defined in the aforesaid License Agreement. We hereby acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Product(s). It is understood that this engagement is on a royalty free basis. We understand that our engagement as the manufacturer for ACE NOVELTY COMPANY, INC. is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid. Very truly yours, (MANUFACTURER) By: ____________________________ Signature ____________________________ Printed name ____________________________ Address ____________________________ ____________________________ Dated AGREED TO AND ACCEPTED; WARNER BROS. CONSUMER PRODUCTS, A TIME WARNER ENTERTAINMENT COMPANY By: _____________________________ Gary R. Simon By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. SimonVice President, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.__________________

ACCEPTANCE BY LICENSOR. This instrument, 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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, PLAY-BY-PLAY TOYS A DIVISION OF TIME WARNER ENTERTAINMENT NOVELTIES, INC. COMPANY L.P., ON BEHALF OF ITSELF AND AS AGENT FOR WARNER BROS., A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY L.P. By:/s/ GARY R. SIMON Xx:/x/ SAUL GAMORAN Gary R. Sixxx Saul Gamoran Vice Presixxxx, Xxxxx Affairs Executive Vice President and General Counsel Date: 1/27/98 Date: 1/27/98 -24- #68116 #68116 - EXHIBIT 1 WARNER BROS. CONSUMER PRODUCTS 4000 Warner Blvd. Triangle Bldx. - 0xx Xxxxx Xxxxxxx, XX 00000 XX: APPROVAL OF THIRD PARTY MANUFACTURER Gentlemen: This letter will serve as notice to you that pursuant to Paragraph 10.(b) of the License Agreement dated _____________________, between WARNER BROS., A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY L.P. and PLAY-BY-PLAY TOYS & NOVELTIES, INC. ("Licensee"), we have been engaged as the manufacturer for Licensee in connection with the manufacture of Licensed Products as defined in the aforesaid License Agreement. We hereby acknowledge that we may not manufacture Licensed Products for, or sell or distribute Licensed Products to, anyone other than Licensee. We hereby further acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Products. It is expressly understood that we are obligated to comply with all local laws, including without limitation, labor laws, wage and hour laws and anti-discrimination laws and that you or your representatives shall, at anytime, have the right to inspect our facilities and review our records to ensure compliance therewith. It is understood that this engagement is on a royalty free basis and that we may not subcontract any of our work without your prior written approval. We understand that our engagement as the manufacturer for Licensee is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid. -25- #68116 Very truly yours, Manufacturer/Company Name By: signature printed name AGREED TO AND ACCEPTED: address WARNER BROS. CONSUMER PRODUCTS, A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY, L.P. dated By: product(s) manufacturing Gary R. Simon Vice Presidxxx, Xxxxx Xxfairs dated -26- #68116 #68116 - EXHIBIT 2 CONTRIBUTOR'S AGREEMENT I, __________________________________, the undersigned ("Contributor"), have been engaged by _________________________ ("Licensee") to work on or contribute to the creation of Licensed Products, described as __________________________________________, by Licensee under an agreement between Licensee and Warner Bros., a division of Time Warner Entertainment CompanxCompany L.P., X.P. c/o Warner Bros. Consumer Products, a division of Time Warner Entertainment Company L.P. ("Warner"), dated ________________________. I understand and agree that the Licensed Products, and all artwork or other results of my services for Licensee in connection with such Licensed Products ("Work") is a "work made for hire" for Warner and that all right, title and interest in and to the Work shall vest and remain with Warner. I reserve no rights therein. Without limiting the foregoing, I hereby assign and transfer to Warner all other rights whatsoever, in perpetuity throughout the universe which I may have or which may arise in me or in connection with the Work. I hereby waive all moral rights in connection with such Work together with any other rights which are not capable of assignment. I further agree to execute any further documentation relating to such transfer or waiver or relating to such Work at the request of Warner or Licensee, failing which Warner is authorized to execute same as my Attorney-in-Fact. CONTRIBUTOR: By: /s/ Gary R. Simon Date: WARNER BROS. CONSUMER PRODUCTS: By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. Simon, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -27- #68116 EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS 3 LICENSE AGREEMENT #68116 EUROPE, MIDDLE EAST AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1AFRICA: United Kingdom, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a) ABOVEEire, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENTFrance, Germany, Italy, Spain, Portugal, Belgium, The Netherlands, Luxembourg, Greece, Denmark, Sweden, Finland, Austria, Norway, Iceland, Liechtenstein, Switzerland, Turkey, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, Albania, Croatia, Slovenia, Bosnia-Herzegovina, Montenegro, Kosovo, Macedonia, Serbia, Vojvodina Latvia, Estonia, Lithuania, Russia, Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgystan, Moldova, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Bahrain, Cyprus, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Qatar, Republic of Yemen, South Yemen, Saudi Arabia, Syria, United Arab Emirates, Algeria, Angola, Benin, Botswana, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Congo, Djibouti, Egypt, Equatorial Guinea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea Bissau, Ivory Coast, Kenya, Lesotho, Liberia, Libya, Malawi, Mali, Mauritania, Morocco, Mozambique, Namibia, Niger, Rwanda, Senegal, Sierra Leone, Somalia, South Africa, Sudan, Swaziland, Tanzania, Togo, Tunisia, Uganda, Western Sahara, Zaire, Zambia, Zimbabwe.

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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 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: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERS, INC. a division of Time Warner Entertainment CompanxEntertainmxxx Xompany, X.P. L.P. By: /s/ Gary GARY R. Simon SIMON By: /s/ Eric ERIC J. Kufel ------------------------------------ --------------------------------- KUFEL -------------------------------- ----------------------------- Gary R. Simon, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 11/20/02 Date: 11/18/02 ---------------------------------- ------------------------------- ------------------------------ --------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 1 #1377L13770-WBLT/BIA WBLT CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(aL(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(aL(a) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.

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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, INC. A ARTISAN HOUSE TIME WARNER ENTERTAINMENT COMPANY as Agent for Warner Bros., a division of Time Warner Entertainment CompanxCompany, X.P. L.P. By: /s/ Gary R. Simon Xxxx X. Xxxxx By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. SimonXxxxx Xxxxxxx ------------------ ------------------ Xxxx X. Xxxxx Vice President, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 9/24/96 Date: 9/16/96 EXHIBIT 1 #1377L7635-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS WBLT Dated Warner Bros. Consumer Products 0000 Xxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 RE: Approval for Third Party Manufacturer Gentlemen: This letter will serve as notice to you that pursuant to Paragraph 10(b) of the License Agreement dated _____________ 199_ between your client WARNER BROS. and ARTISAN HOUSE ("Licensee"), we have been engaged as the manufacturer for LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(ain connection with the manufacture of the Licensed Product(s) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1as defined in the aforesaid License Agreement. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1We hereby acknowledge that we may not manufacture Licensed Product(s) for, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(aor sell or distribute Licensed Product(s) ABOVEto, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENTanyone other than Licensee. We hereby further acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Product(s). It is understood that this engagement is on a royalty free basis. We understand that our engagement as the manufacturer for LICENSEE is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid.

ACCEPTANCE BY LICENSOR. This instrument, 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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, PLAY-BY-PLAY TOYS & a Division of Time Warner NOVELTIES, INC. Entertainment Company L.P., on behalf of itself and as Agent for Warner Bros., a Division of Time Warner Entertainment Company L.P. By: /S/ GARY R. SIMON By:/S/ SAUL GAMORAN Xxxx X. Xxmon Xxxx Xxxxran Xxxx Xxxxxdent, Legal Affairs Xxxxxxxxx Vice President and General Counsel Date: 1/27/98 Date: 1/27/98 SCHEDULE A, CHART #1, SCHEDULE A, CHART #2, AND SCHEDULES A-1 THROUGH D-15, INCLUSIVE, HAVE BEEN OMITTED HEREFROM AND FILED SEPARATELY WITH THE COMMISSION BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. EXHIBIT 1 #90248 WARNER BROS. CONSUMER PRODUCTS 4000 Warner Blvd. Triangle Bldg. - 3rd Floor Burbank, CA 91522 RE: XXXXXXXX XX XXXXX XXXXX XXXXXXXXXXXX Xxxxxxxxx: This letter will serve as notice to you that pursuant to Paragraph 10.(b) of the License Agreement dated ___________, between WARNER BROS., A DIVISION OF TIME WARNER ENTERTAINMENT COMPANY L.P. and PLAY-BY-PLAY TOYS & NOVELTIES, INC. ("Licensee"), we have been engaged as the manufacturer for Licensee in connection with the manufacture of Licensed Products as defined in the aforesaid License Agreement. We hereby acknowledge that we may not manufacture Licensed Products for, or sell or distribute Licensed Products to, anyone other than Licensee. We hereby further acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Products. It is expressly understood that we are obligated to comply with all local laws, including without limitation, labor laws, wage and hour laws and anti-discrimination laws and that you or your representatives shall, at anytime, have the right to inspect our facilities and review our records to ensure compliance therewith. It is understood that this engagement is on a royalty free basis and that we may not subcontract any of our work without your prior written approval. We understand that our engagement as the manufacturer for Licensee is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid. Very truly yours, __________________________ Manufacturer/Company Name By:______________________ signature __________________________ printed name __________________________ address AGREED TO AND ACCEPTED __________________________ dated WARNER BROS. CONSUMER PRODUCTS, A DIVISION OF TIME WARNER __________________________ ENTERTAINMENT COMPANY, L.P. product(s) manufacturing By:________________________________ Gary R. Simon Vice President, Legal Affairs ____________________________________ dated EXHIBIT 2 #90248 CONTRIBUTOR'S AGREEMENT I, the undersigned ("Contributor"), have been engaged by ("Licensee") to work on or contribute to the creation of Licensed Products, described as , by Licensee under an agreement between Licensee and Warner Bros., a division of Time Warner Entertainment CompanxCompany L.P., X.P. c/o Warner Bros. Consumer Products, a division of Time Warner Entertainment Company L.P. ("Warner"), dated . I understand and agree that the Licensed Products, and all artwork or other results of my services for Licensee in connection with such Licensed Products ("Work") is a "work made for hire" for Warner and that all right, title and interest in and to the Work shall vest and remain with Warner. I reserve no rights therein. Without limiting the foregoing, I hereby assign and transfer to Warner all other rights whatsoever, in perpetuity throughout the universe which I may have or which may arise in me or in connection with the Work. I hereby waive all moral rights in connection with such Work together with any other rights which are not capable of assignment. I further agree to execute any further documentation relating to such transfer or waiver or relating to such Work at the request of Warner or Licensee, failing which Warner is authorized to execute same as my Attorney-in-Fact. CONTRIBUTOR: By: /s/ Gary R. Simon Date: WARNER BROS. CONSUMER PRODUCTS: By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. Simon, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, EXHIBIT 3 LICENSE AGREEMENT #90248 LATIN AMERICA NORTH XXXXXXX: Xxxxxx XXXXXXXXX XXXXXXX: Xxxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxica Bahamas Virgin Islands (British) Trinidad/Tobago Dominican Republic/Haiti French West Indies Guadalupe Martinique Netherland Antilles Puerto Rico Aruba Bonaire Curacao CENTRAL AMERICA: Belize Costa Rica El Salvador Guatemala Honduras Nicaragua Panama SOUTH AMERICA: Argentina Bolivia Brazil Chile Colombia Ecuador French Guyana Guyana Paraguay Peru Suriname Uruguay Venezuela EXHIBIT 4 HAS BEEN OMITTED HEREFROM AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENTBASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT.

ACCEPTANCE BY LICENSOR. This instrument, when signed by Licensee 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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, GERBER CHILDRENSWEAR, INC. a division Division of Time Warner Entertainment CompanxCompany, X.P. L.P. on behalf of itself and as Agent for Warner Bros., a Division of Time Warner Entertainment Company, L.P. By: /s/ Gary R. Simon X. Xxxxx By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Bobbx X. Xxxxxxxxx ----------------------------------- -------------------------------- Gary R. SimonX. Xxxxx President, Apparel Division Senior Vice President President, Business & and Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTApril 25, MARKED BY BRACKETS2001 Date: April 19, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2001 --------------------------------- ------------------------------ EXHIBIT 1 #1377L12953-WBLTBLT/BIA WBLT CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a1(B) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a1(B) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.

ACCEPTANCE BY LICENSOR. This instrument, when signed by Licensee 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 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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and ACCEPTEDAND ACCEPTED LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, GERBER CHILDRENSWEAR, INC. a division Division of Time Warner Entertainment CompanxCompany L.P. on behalf of itself and as Agent for Warner Bros., X.P. By: /s/ a Division of Time Warner Entertainment Company L.P. By:/S/ Gary R. Simon By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- X. Xxxxx By:/S/ Edwaxx Xxxxxxxxx ----------------------- --------------------- Gary R. SimonX. Xxxxx Edwaxx Xxxxxxxxx Vice President, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12/3/98 Date: 11/18/98 EXHIBIT 1 #1377L96394-WBLTBLT/BIA WBLT CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a1(A) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.

ACCEPTANCE BY LICENSOR. This instrument, when signed by Licensee 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. [*] = CERTAIN 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. ----------------------------------- CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTTREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDINC. ----------------------------------- This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPLAY-BY-PLAY TOYS PRODUCTS, INC. a division 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 CompanxCompany, X.P. L.P. By: /s/ :_________________________________ By:___________________________ Gary R. Simon By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. Simon, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 General Counsel Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.:_______________________________ Date:_________________________

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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED and AND ACCEPTED: LICENSOR: LICENSEE: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERSPRODUCTS, INC. A ARTISAN HOUSE TIME WARNER ENTERTAINMENT COMPANY as Agent for Warner Bros., a division of Time Warner Entertainment CompanxCompany, X.P. L.P. By: /s/ Gary R. Simon Xxxx X. Xxxxx By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. SimonXxxxx Xxxxxxx -------------------------------- --------------------------- Xxxx X. Xxxxx Vice President, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12/3/96 Date: 11/22/96 EXHIBIT 1 #1377L7633-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS SPJ Dated Warner Bros. Consumer Products 0000 Xxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 RE: Approval for Third Party Manufacturer Gentlemen: This letter will serve as notice to you that pursuant to Paragraph 10(b) of the License Agreement dated _____________, 199_ between your client WARNER BROS. and ARTISAN HOUSE ("Licensee"), we have been engaged as the manufacturer for LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(ain connection with the manufacture of the Licensed Product(s) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1as defined in the aforesaid License Agreement. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1We hereby acknowledge that we may not manufacture Licensed Product(s) for, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(aor sell or distribute Licensed Product(s) ABOVEto, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENTanyone other than Licensee. We hereby further acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Product(s). It is understood that this engagement is on a royalty free basis. We understand that our engagement as the manufacturer for LICENSEE is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid.

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. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. This Agreement shall be of no force or effect unless and until it is signed by all of the parties listed below: AGREED and AND ACCEPTED: AGREED AND ACCEPTED: LICENSOR: LICENSEE: PARKER BR0S. CONSUMER PRODUCTS, A ACE NOVELTY COMPANY, INC. TIME WARNER ENTERAINMENT COMPANY as Agent for Warner Bros., a division of Time Warner Entertainment Company, L.P. By:/s/ GARY R. SIMON By:/s/ SAUL GAMORAN Xxxx X. Xxxon Vice President, Xxxxx Xxxxxrs Date: 0/00/00 Date:3/19/96 EXHIBIT 1 #6832-SPJ/WBLT Dated Warner Bros. Consumer Products 4000 Warner Boulevard Burbank, CA 91522 RE: APPROVAL FOR THIRD PARTX XXXXXXXXXXXX Xxxxxxxxx: Xxxx letter will serve as notice to you that pursuant to Paragraph 10(b) of the License Agreement dated ______, 199_ between your client WARNER BROS. and ACE NOVELTY COMPANY INC, ("Licensee"), we have been engaged as the manufacturer for LICENSEE in connection with the manufacture of the Licensed Product(s) as defined in the aforesaid License Agreement. We hereby acknowledge that we may not manufacture Licensed Product(s) for, or sell or distribute Licensed Product(s) to, anyone other than Licensee. We hereby further acknowledge that we have received a copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to observe those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Product(s). It is understood that this engagement is on a royalty free basis. We understand that our engagement as the manufacturer for LICENSEE is subject to your written approval. We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid. Sincerely, _______________________________ MANUFACTURER/COMPANY NAME By:____________________________ SIGNATURE ____________________________ PRINTED NAME ____________________________ ADDRESS ____________________________ ____________________________ DATED AGREED TO AND ACCEPTED: WARNER BROS. CONSUMER PRODUCTS POORE BROTHERS, INC. a division of Time Warner Entertainment Companx, X.P. By: /s/ :________________________ Gary R. Simon By: /s/ Eric J. Kufel ------------------------------------ --------------------------------- Gary R. SimonVice President, Senior Vice President Business & Legal Affairs Xxxx: 00/00/02 Date: 11/18/02 ---------------------------------- ------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 1 #1377L-WBLT/BIA CHANNELS OF DISTRIBUTION DEFINITIONS LICENSEE MAY SELL THE LICENSED PRODUCTS ONLY THROUGH THE CHANNELS OF DISTRIBUTION AS SPECIFIED ABOVE IN PARAGRAPH 1(a) OF THIS LICENSE AGREEMENT AND AS SUCH CHANNELS ARE DEFINED IN THIS EXHIBIT 1. ALL OTHER CHANNELS OF DISTRIBUTION DEFINED IN THIS EXHIBIT 1, WHICH ARE NOT SPECIFIED IN PARAGRAPH 1(a) ABOVE, ARE SPECIFICALLY EXCLUDED FROM THIS LICENSE AGREEMENT.:_______________