Sample Business Contracts

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

                                [MTV Letterhead]




Active Apparel Group, Inc.                                     October 22,  1998
1350 Broadway, Suite 2300
New York, NY  10018
Attn:  Edward R. Epstein, Esq.

Reference is made to the  agreement  dated March 28, 1996,  and as amended as of
October  21,  1997,  and May 26,  1998,  with  respect to "MTV's THE GRIND" (the
"Licensed  Property") between MTV Networks,  a division of Viacom  International
Inc.,  ("MTVN") and Active Apparel Group, Inc.  ("Licensee") (the  "Agreement").
Capitalized  terms used  without  definition  herein  shall have the  respective
definitions set forth in the Agreement.

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

1)   With respect to the GUARANTEED  MINIMUM ROYALTY  payment  schedule shall be
deleted and replacedby the following:

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

     $37,500.00 upon Licnesee's execution hereof ("Advance")
     $16,250.00 on or before October 1, 1996,
     $16,250.00 on or before January 1, 1997,
     $16,250.00 on or before April 1, 1997,
     $16,250.00 on or before July 1, 1997,
     $16,250.00 on or before October 1, 1997,
     $48,750.00 on or before November 1, 1998,
     $16,250.00 on or before January 1, 1999, and
     $16,250.00 on or before April, 1999.

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


<PAGE>

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

                                             Very truly yours,

                                             MTV NETWORKS, A DIVISION OF
                                             VIACOM INTERNATIONAL INC.



                                             By:/s/ illegible
                                                --------------------------------

                                             Title: VP
                                                    ----------------------------

ACCEPTED AND AGREED TO:

ACTIVE APPAREL GROUP, INC.



By:/s/ George Horowitz
   --------------------------------

Title: President/CEO
       ----------------------------