MERCHANDISING LICENSE AGREEMENT



     Agreement dated as of, between Moose Enterprises Pty Ltd., a company

     incorporated under the laws of the Province of Victoria Australia, with

     offices at 7-13 Ardena Court, East Bentleigh, VIC 3165, Melbourne,

     Australia (" Moose Enterprises") 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

     manufactured by Moose Enterprises entitled "Mighty Beanz" (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 which Licensee is authorized to sell and/or distribute the

     Licensed Articles and shall consist of mass merchandise retail outlets,

     "mid-tier" department stores, independent and chain specialty/gift stores

     specializing in the sale of novelty goods, giftware, souvenirs, greeting

     cards, jewelry and toy/hobby/craft goods, catalogues, direct mail, food and

     drug chains, and discount warehouse and membership clubs.



D.   "TERM":



     1. "Term": The "Term" will commence on February I, 2004 and expire on

     January 31, 2007. In the event that Royalty (defined hereafter) payments to

     Moose Enterprises 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 January 31, 2009. 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 sell the Licensed Articles not later than

     September 1, 2004 (" Latest Commencement Date").



E.   "LICENSED TERRITORY': The "Licensed Territory" is the world outside of the

     United States, its territories and possessions and Canada.



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



G.   "GUARANTEE/ADVANCE": Licensee shall pay Moose Enterprises a minimum Royalty

     hereunder of US $l5,000.00 (the "Guarantee"), 25,000 Restricted Common

     Stock Shares and 120,000 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. Genio group agrees to pay advances equal to two-thirds of total

     guarantee per territory upon completion of each new territory added to this

     agreement. Current schedule for countries includes:



     United Kingdom-Total $15,000 U.S. dollars-$10,000 payable on signing.



     See schedule A for proposed list of territories to close within the next 60

     days.



          2. 120,000 Warrants issued to Moose Enterprises Pty Ltd. upon

     signature of this Agreement. The Warrants are to be issued with a Strike

     Price equivalent to the closing price on the day immediately prior to the

     day of the execution of the agreement.

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          3. The balance of the Guarantee ($5,000.00)to be paid 6 months after

     the release of the first Licensed Article.



          4. 25,000 Restricted Common Stock Shares at no cost to Moose

     Enterprises PTY Ltd. upon release of first Licensed Article in the United

     Kingdom.



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,OOO,OOO.



I.   "TRADEMARK AND COPYRIGHT NOTICES':



           "Mighty Beanz" (TM) & (copyright) 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 Moose Enterprises Pty Ltd. 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 Moose Enterprises Pty Ltd.'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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By signing in the spaces provided below, the parties have agreed to all of the

terms and conditions contained in the above Schedule and the attached Standard

Terms and Conditions. This Agreement shall consist of the above Schedule, the

attached Standard Terms and Conditions and any rider making specific reference

to this Agreement attached hereto and separately signed by authorized

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