MERCHANDISING LICENSE AGREEMENT



Agreement  dated as of January 23rd,  2004,  between Spin Master Ltd., a company

incorporated  under the laws of the  Province  of Ontario,  with  offices at 450

Front St.  West,  Toronto  Ontario,  Canada,  M5V 1B6 ("Spin  Master") and Genio

Group,  Inc.,  a company  incorporated  under the laws of the State of  Delaware

("Licensee").



                                    SCHEDULE



A. "PROPRIETARY  SUBJECT MATTER": The "Proprietary Subject Matter" shall consist

of: artwork and logos depicting one or more of the  non-licensed  characters and

other distinctive creative elements associated with the toys distributed by Spin

Master entitled "Mighty Bean" (the "Property");



B.  "LICENSED  ARTICLES':  The "Licensed  Articles,"  utilizing the  Proprietary

Subject  Matter,  shall  consist of a card game,  trading cards with and without

sound, album for trading cards, on-line trading card games and demonstrators.



C.  "DISTRIBUTION  CHANNELS":  The term  "Distribution  Channels" shall mean the

market(s) in such Licensee is authorized to sell and/or  distribute the Licensed

Articles and shall consist of mass merchandise  retail outlets (such as Wal-Mart

and  Target),  "mid-tier"  department  stores  (such as Sears,  J.C.  Penney and

Mervyn's),  independent and chain specialty/gift stores specializing in the sale

of  novelty   goods,   giftware,   souvenirs,   greeting   cards,   jewelry  and

toy/hobby/craft   goods  (such  as   Suncoast/Musicland   and  Spencer   Gifts),

catalogues, direct mail, food and drug chains, and discount warehouse membership

clubs (such as Costco, Sam's Club and BJ's).



D. "TERM":



         1. "Term":  The "Term" will commence on December 15th,  2003 and expire

         on April 30th,  2006.  In the event that  Royalty  (defined  hereafter)

         payments to Spin Master exceed U.S.  $500,000.00 during the Term of the

         Agreement  Licensee  shall be granted  the option to extend the Term of

         the  Agreement  through  to April  30'",  2008.  Such  option  shall be

         exercised 30 calendar days prior to the expiry of the Term.



         2.  "Latest   Commencement  Date":   Subject  to  the  limitations  and

         conditions contained in Paragraphs 2. and 11. of the Standard Terms and

         Conditions  attached hereto,  Licensee agrees to commence in good faith

         to manufacture,  distribute and se the Licensed Articles not later than

         June I", 2004 (" Latest Commencement Date").



E. "LICENSED  TERRITORY":  The "Licensed  Territory" is the United  States,  its

territories and  possessions  and Canada.  In the event that Spin Master obtains

licensing rights to the Property in any territory outside of Licensed Territory,

Licensee shall be granted Right of First Refusal to license the Property for the

Licensed Articles within such new territory. The Right of First Refusal shall be

exercised within 10 calendar days of notification by Spin Master.



F.  "ROYALTY": The "Royalty" is 12% of 100% of Net Sales.



G.  "GUARANTEE/ADVANCE":  Licensee  shall  pay  Spin  Master a  minimum  Royalty

hereunder of US$75,000.00  (the  "Guarantee"),  50,000  Restricted  Common Stock

Shares and 200,000 Warrants (the "Equity Advances"),which consideration shall be

due and payable in  accordance  with the  following  schedule (to the extent not

previously paid in royalties pursuant to Section F. above).



     1. $5,000.00 already paid upon signature of the Deal Memo by Licensee;



     2.  $45,000.00  paid upon signature of this Agreement (G1, G2 & G4 shall be

referred to as the "Monetary Advances")



     3. 120,000 Warrants issued to Spin Master Ltd. and 80,000 Warrants to Moose

Enterprises  PTY Ltd. upon signature of this  Agreement.  The Warrants are to be

issued with a Strike Price of $1.30.



     4. The balance of the Guarantee  ($25,000.00) to be paid out 6 months after

the release of the first Licensed Article.





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     5. 30,000  Restricted  Common Stock Shares issued at no cost to Spin Master

Ltd and  20,000  Restricted  Common  Stock  Shares  issued  at no cost to  Moose

Enterprises PTY Ltd. upon release of first Licensed  Article.  In the event that

such  Restricted  Shares are not fully  tradeable  by Spin Master Ltd. and Moose

Enterprises PTY Ltd. by April 30th, 2004,  Licensee shall pay to Spin Master the

sum of $25,000.00  (which amount shall  increase the Guarantee  [$100,000.00  in

total]  and  which  amount  shall not be paid in lieu of the  issued  Restricted

Common Stock).  Licensee  represents and warrants that there shall be no cost to

either  Spin  Master  or  Moose   Enterprises  PTY  Ltd.  with  respect  to  the

registration  process  and the  inclusion  of  their  respective  shares  in the

registration filing with the U. S. Securities and Exchange Commission.



It is expressly acknowledged and agreed that the foregoing Monetary Advances and

Guarantee  installments shall offset Royalties due on sales of Licensed Articles

throughout the Term on a cumulative basis as earned.



H. PRODUCT  LIABILITY  INSURANCE:  The amount of bodily  injury  coverage  under

"Product Liability Insurance" is US$l,000,000.



I. "TRADEMARK AND COPYRIGHT NOTICES":



                 "Mighty Beanz" TM (C) Moose Enterprise Pty Ltd.

                               All rights reserved



J.  "SERVICE OF  PROCESS":  Licensee  hereby  agrees that  service of process by

certified  mail to the  address set forth on the  signature  page  hereof,  with

return receipt requested, shall constitute valid service of process.



K. "SPECIAL PROVISIONS":



                  1.   Approvals:   Any  and  all  packaging,   advertising  and

         promotional  materials  produced by Licensee for use hereunder shall be

         subject to the prior approval of Spin Master in the following stages of

         production   (including   any  revisions  made  during  each  stage  of

         production):



                  (a) pencil concepts;  (b) color concepts; (c) color comp/final

                  art;   (d)   cromalin   samples;   and  (e)   final   samples,

                  respectively.



         In the event of any disagreement or inconsistency between the foregoing

         provisions  regarding Spin Master's  rights of approval over the stages

         of product  development  and those set forth in the Standard  Terms and

         Conditions attached hereto, the former shall control.

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