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                                                                   EXHIBIT 10.15

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITY ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS
BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO
TRANSFER RESTRICTIONS, OBLIGATIONS AND OTHER CONDITIONS SPECIFIED IN THE SECOND
AMENDED AND RESTATED SHAREHOLDER AGREEMENT DATED AS OF NOVEMBER 4, 1997, AND AS
AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND ITS SHAREHOLDERS.

NO. WB-__

                   SERIES B PREFERRED STOCK PURCHASE WARRANT

           To Subscribe for and Purchase Series B Preferred Stock of

                               TOTAL SPORTS INC.

     THIS CERTIFIES that, for value received, [___________________], or
registered permitted assigns, is the owner of ______ Warrants (subject to
adjustment in accordance with the provisions hereof), each of such Warrants
entitling such Holders to subscribe for and purchase from TOTAL SPORTS INC., a
Delaware corporation (the "Company"), at the price of $4.492 per share (the
                           -------
"Exercise Price"), at any time commencing on the date hereof until 5:00 p.m.,
---------------
Charlotte, North Carolina time, on [10 years from date of grant] (the "Exercise
                                                                       --------
Period"), one fully paid and nonassessable share (the "Exercise Rate") of the
------                                                 -------------
Company's Series B Convertible Preferred Stock, par value $4.492 per share (the
"Series B Preferred Stock") (subject to adjustment as noted below) per each
 ------------------------
Warrant.  This Series B Preferred Stock Purchase Warrant shall be referred to
herein as the "Series B Preferred Stock Purchase Warrant," and the Warrants
               -----------------------------------------
represented by this Series B Preferred Stock Purchase Warrant shall be referred
to herein as "Warrants." This Series B Preferred Stock Purchase Warrant is
              --------
subject to the following provisions, terms and conditions.

     Section 1. Definitions. Unless otherwise defined herein, capitalized terms
used herein shall have the meaning given such terms below. Capitalized terms
used herein and not defined shall have the meanings set forth in the Note and
Warrant Purchase Agreement (as defined below).

          "Additional Shares of Common Stock" shall mean the following but shall
           ---------------------------------
     not include the Excluded Shares: (i) all Common Stock of the Company, (ii)
     all Series B Preferred Stock, (iii) any additional class of stock having
     the right to dividends, preferences or distributions on liquidation, which
     may be authorized in the future by
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     amendment to the Company's articles of incorporation, (iv) any debt or
     equity security which has or may be issued in lieu of or in substitution or
     exchange for any of the foregoing or which has or may be issued upon the
     exercise, exchange or conversion of any of the foregoing by its terms, and
     (v) any debt or equity security which has or may be issued by a third party
     in lieu of or in substitution for any of the foregoing as a result of any
     merger of the Company into such third party.

          "Appraised Market Value" shall mean the market value of the Common
           ----------------------
     Stock as agreed by the Company and the Holder hereof, or if the Company and
     the Holder cannot agree, as determined by a valuation by an investment
     banking company suitable to the Company and the Holder.  In the event the
     parties cannot agree on an investment banking company to perform the
     valuation described above, the Company and the Holder shall each select an
     investment banking company and the two investment banking companies so
     selected shall select a third investment banking company which shall
     determine the market value.  In determining the Appraised Market Value of
     the Common Stock, no discount shall be applied because the shares of Common
     Stock held by the Holders (i) have not been registered under the Securities
     Act, or (ii) represent a minority interest in the Company.  The fees and
     expenses of the investment banking companies shall be borne by the Company.

          "Convertible Securities" shall mean evidences of indebtedness, shares
           ----------------------
     of stock or other securities which are convertible into or exchangeable,
     with or without payment of additional consideration, for Additional Shares
     of Common Stock.

          "Excluded Shares" shall mean shares of Series B Preferred Stock or
           ---------------
     Common Stock (as applicable) issued or to be issued upon exercise of any
     warrants issued by the Company for Series B Preferred Stock and shares of
     Common Stock issued or to be issued upon exercise of options issued
     pursuant to the option plan in existence on the date of closing or approved
     by the Board of Directors at any time subsequent thereto.

          "Holder" or "Holders" shall mean [____________] and any registered
           ------      -------
     permitted assignee thereof.

          "Market Price" of a share of Series B Preferred Stock or Common Stock
           ------------
     (as applicable) on any day shall mean the average closing price of a share
     of Series B Preferred Stock or Common Stock (as applicable) for the 30
     consecutive trading days preceding such day on the principal national
     securities exchange or NASDAQ National Market System on which the shares of
     Common Stock are listed or admitted to trading or, if not listed or
     admitted to trading on any national securities exchange, the average of the
     reported closing bid and asked prices during such 30 trading day period in
     the over-the-counter market as furnished by the national Quotation Bureau,
     Inc., or, if the shares of Series B Preferred Stock or Common Stock (as
     applicable) are not publicly traded, the Appraised Market Value; provided,
                                                                      --------
     however, that the "Market Price" for a share of Series B Preferred Stock of
     -------
     Common Stock (as applicable) sold pursuant to a public offering by

                                       2
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     the Company shall be deemed to be the price received by the Company for
     such share; and provided further that in no event shall "Market Price" be
                     -------- -------
     deemed to be less than $4.492 per share (subject to proportional adjustment
     upon the occurrence of any event specified in subparagraph 2(b)(i) or
     2(b)(ii)).

          "Note and Warrant Purchase Agreement" shall mean that certain Note and
           -----------------------------------
     Warrant Purchase Agreement by and among the Company and the purchasers
     listed therein dated as of the date hereof.

          "Notice of Exercise" shall mean a notice which states (i) the number
           ------------------
     of Warrants a Holder intends to exercise, (ii) the persons (who must be
     permitted assigns) (the "Recipients") who shall receive the shares of stock
                              -----------
     and by the Warrants to be exercised, (iii) the addresses of Recipients, and
     (iv) the number of certificates to be issued to represent the shares of
     stock issued as a result of the exercise of Warrants.

          "Person" shall mean an individual, a trust, an estate, a domestic
           ------
     corporation, a foreign corporation, a partnership, a limited partnership, a
     limited liability company, a foreign limited liability company, an
     unincorporated association, or other entity.

          "Securities Act" shall mean the Securities Act of 1933, as amended and
           --------------
     the regulations promulgated thereunder.

     Section 2.  Exercise of Warrants.

          (a) The Warrants may be exercised by the Holders, in whole or in part
     from time to time after the Closing (the "Exercise Period") and during the
                                               ---------------
     Exercise Period by the surrender of this Series B Preferred Stock Purchase
     Warrant at, and delivery of a Notice of Exercise to, the offices of the
     Company at the address set forth in the Note and Warrant Purchase
     Agreement, or such other office or agency of the Company in the United
     States as the Company may designate by notice in writing at any time during
     the Exercise Period, accompanied by payment to the Company of the Exercise
     Price for the number of shares for which the Warrants are then being
     exercised.  The Exercise Price shall be payable, at the option of the
     Holder, (i) by certified or bank check, (ii) by cancellation of
     indebtedness owed by the Company to the Holders in an amount equal to the
     Exercise Price or (iii) by the surrender of that certain number of Warrants
     having a Market Price equal to the Exercise Price.  The Company agrees that
     the shares so purchased shall be deemed to be issued to the Holder as the
     record owner of such shares as of the close of business on the date of
     exercise of the Warrants.  Duly executed certificates for the shares of
     stock so purchased shall be delivered to the Holder hereof within five
     business days after such exercise.  Unless this Series B Preferred Stock
     Purchase Warrant has expired or been exercised in full, a notation on this
     Series B Preferred Stock Purchase Warrant stating the number of shares
     exercised shall be made by the Company and this Series B Preferred Stock
     Purchase Warrant shall then be returned to the Holder within five business
     days.  The issuance of certificates for shares of Series B

                                       3
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     Preferred Stock upon the exercise of this Warrant shall be made without
     charge to the Holder for any cost or expense (including any original issue
     or transfer tax and excluding any income taxes of the Holder).

          (b)  The Exercise Price and Exercise Rate shall be subject to the
     following adjustments:

               (i)    If, at any time during the Exercise Period, the Company
          shall declare and pay on the Series B Preferred Stock or the Common
          Stock (as applicable) a dividend or other distribution payable in
          shares of Series B Preferred Stock or the Common Stock (as
          applicable), the Exercise Rate in effect at the time of taking of a
          record for such dividend shall be proportionately increased so that
          the Holder shall be entitled to receive the number of shares of Series
          B Preferred Stock or the Common Stock (as applicable) which such
          Holder would have owned or been entitled to receive after the
          declaration and payment of such dividend or other distribution if the
          Warrants had been exercised immediately prior to the record date for
          the determination of shareholders entitled to receive such dividend or
          other distribution, and the Exercise Price shall be proportionately
          decreased so that the aggregate Exercise Price payable upon exercise
          in full of the Warrants shall remain the same.

               (ii)   If the Company shall subdivide the outstanding shares of
          Series B Preferred Stock or the Common Stock (as applicable) into a
          greater number of shares, or combine the outstanding shares of Series
          B Preferred Stock or the Common Stock (as applicable) into a lesser
          number of shares, or issue by reclassification of its shares of Series
          B Preferred Stock (as applicable) or the Common Stock, any other
          shares of the Company's capital stock, the Exercise Rate in effect
          immediately prior thereto shall be proportionately adjusted so that
          the Holder shall be entitled to receive the number of shares of Series
          B Preferred Stock or the Common Stock (as applicable) or such other
          shares which such Holder would have owned or been entitled to receive
          after the happening of any of the events described above if the
          Warrants had been exercised immediately prior to the happening of such
          event on the day upon which such subdivision, combination or
          reclassification, as the case may be, becomes effective, and the
          Exercise Price shall be proportionately adjusted so that the aggregate
          Exercise Price payable upon exercise in full of the Warrants
          represented by this Series B Preferred Stock or the Common Stock
          Purchase Warrant (as applicable) shall remain the same.

               (iii)  If the Company shall issue (other than as provided in
          subparagraph 2(b)(i) or 2(b)(ii) and other than Excluded Shares) or
          sell any Additional Shares of Common Stock for a consideration per
          share less than the Market Price, then at the time of such issuance or
          sale the Exercise Rate shall be adjusted to the number determined by
          multiplying the Exercise Rate in effect immediately prior to such
          issuance or sale by a fraction, the numerator of which shall be the
          number of

                                       4
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          shares of Common Stock outstanding (including Excluded Shares),
          whether issued or issuable upon conversion or exercise, immediately
          prior to the issuance or sale of such Additional Shares of Common
          Stock plus the number of such Additional Shares of Common Stock so
          issued or sold, and the denominator of which shall be the number of
          shares of Common Stock outstanding (including Excluded Shares),
          whether issued or issuable upon conversion or exercise, immediately
          prior to the issuance or sale of such Additional Shares of Common
          Stock plus the number of shares of Common Stock which the aggregate
          consideration for such Additional Shares of Common Stock so issued or
          sold would purchase at a consideration per share equal to the Market
          Price. The Exercise Price shall be appropriately adjusted by
          multiplying the Exercise Price at the close of business on the date of
          such issuance or sale by the reciprocal of the fraction described
          above.

               (iv)  If the Company shall issue (other than as provided in
          paragraph 2(b)(i) or 2(b)(ii) and other than Excluded Shares) or sell
          any warrants, options or other rights entitling the Holders thereof to
          subscribe for or purchase either Additional Shares of Common Stock or
          Convertible Securities, and the consideration per share for which
          Additional Shares of Common Stock may at any time thereafter be
          issuable pursuant to such warrants, options or other rights or such
          Convertible Securities (when added to the consideration per share of
          Series B Preferred Stock or Common Stock (as applicable), if any,
          received for such warrants, options or other rights), shall be less
          than the Market Price then in effect, then the Exercise Rate shall be
          adjusted to the number determined by multiplying the Exercise Rate in
          effect immediately prior to such issuance or sale by a fraction, the
          numerator of which shall be the number of shares of Common Stock
          outstanding (including Excluded Shares), whether issued or issuable
          upon conversion or exercise, immediately prior to the issuance or sale
          of such warrants, options or other rights plus the number of
          additional shares of Series B Preferred Stock or Common Stock (as
          applicable) issuable upon the exercise of such warrants, options or
          other rights, and of which the denominator shall be the number of
          shares of Common Stock outstanding (including Excluded Shares),
          whether issued or issuable upon conversion or exercise, immediately
          prior to the issuance or sale of such warrants, options or other
          rights plus the number of shares which the aggregate offering price of
          the total number of Additional Shares of Common Stock so offered (when
          added to the consideration per share of Common Stock, if any, received
          for such warrants, options or other rights) would purchase at the
          Market Price then in effect.  The Exercise Price shall be
          appropriately adjusted by multiplying the Exercise Price at the close
          of business on the date of such issuance or sale by the reciprocal of
          the fraction described above.

               (v)   If the Company shall issue (other than as provided in
          subparagraph 2(b)(i) or 2(b)(ii) and other than Excluded Shares) or
          sell Convertible Securities and the consideration per share for which
          Additional Shares of Common Stock may at any time thereafter be
          issuable pursuant to the terms of such Convertible

                                       5
<PAGE>

          Securities shall be less than the Market Price then in effect, then
          the Exercise Rate shall be adjusted to the number determined by
          multiplying the Exercise Rate in effect immediately prior to such
          issuance or sale by a fraction, the numerator of which shall be the
          number of shares of Common Stock outstanding (including Excluded
          Shares), whether issued or issuable upon conversion or exercise,
          immediately prior to the issuance or sale of such Convertible
          Securities plus the number of Additional Shares of Series B Preferred
          Stock or Common Stock (as applicable) issuable upon the exercise of
          such Convertible Securities, and of which the denominator shall be the
          number of shares of Common Stock outstanding (including Excluded
          Shares), whether issued or issuable upon conversion or exercise,
          immediately prior to the issuance or sale of such Convertible
          Securities plus the number of shares which the aggregate conversion or
          exercise price of the total number of Additional Shares of Common
          Stock so offered would purchase at the Market Price then in effect.
          The Exercise Price shall be appropriately adjusted by multiplying the
          Exercise Price at the close of business on the date of such issuance
          or sale by the reciprocal of the fraction described above. No
          adjustment of the Exercise Rate shall be made under this subparagraph
          2(b)(v) upon the issuance of any Convertible Securities which are
          issued pursuant to the exercise of any warrants, options or other
          rights, if such adjustment shall previously have been made upon the
          issuance of such warrants, options or other rights pursuant to
          subparagraph 2(b)(iv).

               (vi)    For the purposes of subparagraphs 2(b)(iii), 2(b)(iv) and
          2(b)(v), the date as of which the Market Price shall be computed shall
          be the earlier of (c) the date on which the Company shall enter into a
          firm contract for the issuance of such Additional Shares of Common
          Stock, warrants, options or other rights or Convertible Securities,
          and (y) the date of the actual issuance of such Additional Shares of
          Common Stock, warrants, options or other rights or Convertible
          Securities.

               (vii)   No adjustment of the Exercise Rate shall be made under
          subparagraph 2(b)(iii) upon the issuance of any Additional Shares of
          Common Stock which are issued pursuant to the exercise of any
          warrants, options or other rights or pursuant to the conversion of
          Convertible Securities, if such adjustment shall previously have been
          made upon the issuance of such warrants, options or other rights or
          Convertible Securities, pursuant to subparagraphs 2(b)(iv) or 2(b)(v).

               (viii)  If any warrants, options or other rights (or any portion
          thereof) which shall have given rise to an adjustment pursuant to
          subparagraph 2(b)(iv) or conversion or exchange rights pursuant to
          Convertible Securities which shall have given rise to an adjustment
          pursuant to subparagraph 2(b)(v) shall have expired or terminated
          without the exercise thereof, or if by reason of the terms of such
          warrants, options or other rights or Convertible Securities there
          shall have been an

                                       6
<PAGE>

          increase or increases, with the passage of time or otherwise, in the
          exercise or conversion price thereof, then the Exercise Rate hereunder
          shall be readjusted (but to no greater extent than originally
          adjusted) on the basis of (x) eliminating from the computation of any
          Additional Shares of Common Stock shares of Series B Preferred Stock
          or Common Stock (as applicable) attributable to such warrants, options
          or other rights or conversion or exchange rights as shall have expired
          or terminated, and (y) treating the Additional Shares of Common Stock,
          if any, actually issued pursuant to the previous exercise of such
          warrants, options or other rights or conversion or exchange rights
          pursuant to any Convertible Securities as having been issued for the
          consideration actually received and receivable therefor. In the event
          of any such readjustment, an appropriate adjustment shall be made to
          the Exercise Price.

               (ix)  (A)  In any such case covered by this paragraph 2(b), in
          determining the amount of consideration received by the Company as a
          result of the issuance of Additional Shares of Common Stock,
          Convertible Securities or warrants, options or other rights to
          purchase any such Additional Shares of Common Stock, if the
          consideration is in whole or in part consideration other than cash,
          the amount of the consideration shall be deemed to be the fair value
          of such consideration as reasonably determined by the board of
          directors of the Company.  If Additional Shares of Common Stock shall
          be issued as part of a unit with warrants, options or other rights,
          then the amount of consideration for the warrants, options or other
          rights shall be deemed to be the amount reasonably determined by the
          board of directors of the Company.

                     (B)  In case any Additional Shares of Common Stock,
          Convertible Securities or any options, warrants or other rights to
          purchase such Additional Shares of Common Stock or Convertible
          Securities shall be issued in connection with any merger or
          consolidation in which the Company is the surviving corporation, the
          amount of consideration therefor shall be deemed to be the fair value,
          as reasonably determined by the board of directors of the Company, of
          such portion of the assets and business of the nonsurviving
          corporation or corporations as the board shall determine to be
          attributable to such Additional Shares of Common Stock, Convertible
          Securities or warrants, options or other rights to purchase such
          Additional Shares of Common Stock or Convertible Securities.

               (x)   If a purchase, tender or exchange offer is made to and
          accepted by a majority of the outstanding shares of Common Stock, the
          Company shall not effect any consolidation, merger or sale with the
          Person having made such offer or with any affiliate of such Person,
          unless prior to the consummation thereof the Holders shall have been
          given a reasonable opportunity to elect to receive, upon exercise or
          exchange of the Warrants either the stock, securities, cash or assets
          then issuable with respect to the Series B Preferred Stock or Common
          Stock (as

                                       7
<PAGE>

          applicable) or the stock, Securities, cash or assets issued to
          previous Holders of the Series B Preferred Stock or Common Stock (as
          applicable) in accordance with such offer, or the equivalent thereof.

               (xi)    If a state of facts shall occur which, without being
          specifically controlled by the provisions of this paragraph 2(b),
          would not fairly protect the exercise rights of the Holders in
          accordance with the essential intent and principles of such
          provisions, then the board of directors of the Company shall make an
          adjustment in the application of such provisions, in accordance with
          such essential intent and principles, so as to protect those Warrant
          rights.

               (xii)   Whenever the Exercise Rate and Exercise Price shall be
          adjusted pursuant to this paragraph 2(b), the Company shall deliver to
          each Holder a written notice setting forth in reasonable detail the
          event requiring the adjustment and the method by which such adjustment
          was calculated (including a description of the basis on which the
          board of directors of the Company determined the fair value of any
          consideration other than cash pursuant to subparagraph 2(b)(ix)) and
          specifying the new Exercise Rate and Exercise Price.  All calculations
          under this paragraph 2(b) shall be made to the nearest one-one
          hundredth of a share.

               (xiii)  The Company shall at all times reserve and keep
          available, free from preemptive rights, out of its authorized but
          unissued shares of Series B Preferred Stock or Common Stock (as
          applicable), solely for the purpose of effecting the exercise of the
          Warrants, the full number of shares of Series B Preferred Stock or
          Common Stock (as applicable) then deliverable upon the exercise of the
          Warrants.  The Company shall take at all times such corporate action
          as shall be necessary in order that the Company may validly and
          legally issue fully paid and nonassessable shares of Series B
          Preferred Stock or Common Stock (as applicable) upon the exercise of
          the Warrants in accordance with the provisions hereof, free from all
          taxes, liens, charges and security interests.  The Company represents
          and warrants to the Holders that the shares of Series B Preferred
          Stock or Common Stock (as applicable) issuable upon the exercise of
          the Warrants will, when issued, be duly authorized, validly issued,
          fully paid and nonassessable.  The Company will, at its expense, use
          its best efforts to cause such shares to be listed (subject to
          issuance or notice of issuance) on all stock exchanges, if any, on
          which the Company's Series B Preferred Stock or Common Stock (as
          applicable) may become listed.

               (xiv)   In case the Company shall effect a reorganization, shall
          merge with or consolidate into another corporation, or shall sell,
          transfer or otherwise dispose of all or substantially all its
          property, assets or business and, pursuant to the terms of such
          reorganization, merger, consolidation or disposition of assets, shares
          of stock or other securities, property or assets of the Company,
          successor or transferee or other third party or cash are to be
          received by or distributed to the

                                       8
<PAGE>

          holders of Series B Preferred Stock or Common Stock (as applicable),
          then the Holder of this Series B Preferred Stock Purchase Warrant
          shall have the right thereafter to receive, upon subsequent exercise
          of the Warrants by this Series B Preferred Stock Purchase Warrant, the
          number of shares of stock or other securities, property or assets of
          the Company, successor or transferee or other third party thereof or
          cash receivable upon or as a result of such reorganization, merger,
          consolidation or disposition of assets by a holder of the number of
          shares of Series B Preferred Stock or Common Stock (as applicable)
          equal to the number of shares of Series B Preferred Stock or Common
          Stock (as applicable) issuable to the Holder of this Series B
          Preferred Stock Purchase Warrant, if the Warrants represented by this
          Series B Preferred Stock Purchase Warrant had been exercised
          immediately prior to such event. The provisions of this subparagraph
          2(b)(xiv) shall similarly apply to successive reorganizations,
          mergers, consolidations or dispositions of assets.

               (xv)    No fractional shares of Series B Preferred Stock or
          Common Stock (as applicable) or scrip representing fractional shares
          of Series B Preferred Stock or Common Stock (as applicable) shall be
          issued upon any exercise of this Series B Preferred Stock Purchase
          Warrant, but, in lieu thereof, there shall be paid an amount in cash
          equal to the same fraction of the Market Price of a whole share of
          Series B Preferred Stock or Common Stock (as applicable) on the
          business day preceding the day of exercise.

               (xvi)   The Exercise Rate shall be adjusted so that this Warrant
          shall be exercisable in an amount equal to that number of Series B
          Preferred Stock or Common Stock (as applicable) equal to the quotient
          of 15% of the principal and interest due under the Company's 10%
          Convertible Promissory Note dated the date hereof payable to the
          Holder thereof (the "Note") on the earlier of the date the Note is due
          and payable or the date of conversion (as provided therein) divided by
          the price per share in the next Venture Capital Financing (as defined
          below); provided, however, that such adjustment shall not reduce the
                  --------  -------
          amount of Warrants hereunder to less than __________ shares (subject
          to adjustment for stock splits, stock dividends and the like).  For
          purposes of this Warrant, a "Venture Capital Financing" shall mean (i)
                                       -------------------------
          the Company's sale of Securities to venture capital, institutional or
          private investors in which at least $3,000,000 in gross cash proceeds
          are received by the Company (including proceeds resulting from the
          conversion of the Note) and (ii) the terms and conditions of such sale
          of Securities being reasonably satisfactory to the Holder.

               (xvii)  Notwithstanding any other provision of this Section 2(b),
          the provisions of paragraphs 2(b)(iii), 2(b)(iv), 2(b)(v), 2(b)(vi),
          2(b)(vii), 2(b)(viii) and 2(b)(ix) shall only apply to adjustments of
          the Exercise Price and Exercise Rate in connection with the exercise
          of this Series B Preferred Stock Purchase Warrant for Common Stock;
          provided, however, that such subparagraphs
          --------  -------

                                       9
<PAGE>

          described above shall also apply to an exercise of this Series B
          Preferred Stock Purchase Warrant for Series B Preferred Stock if the
          Holder is not afforded the anti-dilution protections attributable to
          such Series B Preferred Stock set forth in the Company's articles of
          incorporation.

     Section 3.  Dividends and Distributions. For so long as any part of this
Series B Preferred Stock Purchase Warrant remains outstanding and unexercised,
the Company will, upon the declaration of a cash dividend upon its Series B
Preferred Stock or Common Stock (as applicable) or other distribution to the
Holders of its Series B Preferred Stock or Common Stock (as applicable) and at
least 30 days prior to the record date, notify the Holder hereof of such
declaration, which notice will contain, at a minimum, the following information:
(a) the date of the declaration of the dividend or distribution, (b) the amount
of such dividend or distribution, (c) the record date of such dividend or
distribution, (d) the payment date or distribution date of such dividend or
distribution, and (e) the Company's best estimate of the frequency and amount of
cash dividends or other distributions to be paid or made in each of the
succeeding three years. The Holders shall, upon the exercise hereof, be entitled
to receive, in addition to the number of shares of Series B Preferred Stock or
Common Stock (as applicable) receivable thereupon, and without payment of any
additional consideration therefor, the amount of such other or additional
securities or other property (other than cash) of the Company which such Holders
would hold on the date of such exercise had it been the holder of record of such
Series B Preferred Stock or Common Stock (as applicable) on the date hereof and
had thereafter, during the period from the date hereof to and including the date
of such exercise, retained such shares and/or all other additional securities or
other property receivable by it as aforesaid during such period, giving effect
to all adjustments pursuant to Section 2.

     Section 4.  Conversion or Redemption of Series B Preferred Stock.  If
at the time of any exercise of this Warrant there are no other shares of Series
B Preferred Stock outstanding (such shares having been converted), this Warrant
shall be exercisable for Common Stock of the Company instead of Series B
Preferred Stock in the same amounts, for the same prices and on the same terms,
and all references herein to "Series B Preferred Stock" shall be changed to
refer to "Common Stock."

     Section 5.  Reservation of Stock. The Company agrees that its issuance
of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary
certificates for shares of Series B Preferred Stock (or Common Stock, in the
event the Company's articles of incorporation do not authorize sufficient shares
of Series B Stock) upon the exercise of this Warrant.

     Section 6.  Transfer of Warrants. This Series B Preferred Stock Purchase
Warrant and all rights hereunder are transferable to permitted assigns pursuant
to the Second Amended and Restated Shareholder Agreement, in whole or in part,
at the office or agency of the Company referred to in paragraph 7 hereof, by the
Holder hereof in person or his duly authorized attorney, upon surrender of this
Series B Preferred Stock Purchase Warrant properly endorsed.

                                       10
<PAGE>

     Section 7.  Exercise of Warrants.  This Series B Preferred Stock
Purchase Warrant is exchangeable, upon the surrender hereof by the Holder hereof
at the office of the Company, for new Series B Preferred Stock Purchase Warrants
of like tenor representing in the aggregate the right to subscribe for and
purchase the number of shares which may be subscribed for and purchased
hereunder.

     Section 8.  Remedies. In the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Series B Preferred Stock Purchase Warrant remedies at law are not and will not
be adequate for the Holders, and that such terms may be specifically enforced by
a decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

     Section 9.  Notices. Except as otherwise provided herein, any notices
hereunder shall be deemed to have been received (a) when delivered, if
personally delivered or sent via facsimile, or (b) one day following delivery to
a nationally recognized overnight courier or (c) on the third business day
following the date on which the piece of mail containing such communication is
posted, if sent by certified or registered mail, return receipt requested, in
each case addressed, if given to the Company, to the principal office of the
Company, Attention: President, or, if given to a Holder, addressed to such
Holder at his address as the same shall appear on the books of the Company.

     Section 10. Governing Law.  This Series B Preferred Stock Purchase
Warrant shall be governed by and construed in accordance with the laws of the
State of North Carolina.

     Section 11. Headings.  The headings of the Sections of this Series B
Preferred Stock Purchase Warrant are inserted for convenience only and shall not
be deemed to constitute a part hereof.

     Section 12. Severability. If any provision or any portion of any provision
of this Series B Preferred Stock Purchase Warrant shall be held to be void or
unenforceable, the remaining portions of this Series B Preferred Stock Purchase
Warrant shall continue in full force and effect.

     Section 13. Amendments. This Series B Preferred Stock Purchase Warrant and
any term or provision hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by both the Company and the Holder
hereof.

              [Remainder of this page intentionally left blank.]

                                       11
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Series B Preferred Stock
Purchase Warrant to be signed by one of its duly authorized officers under its
corporate seal and attested, and this Series B Preferred Stock Purchase Warrant
to be dated as of June ____, 1998.


                                    COMPANY:

ATTEST:                             TOTAL SPORTS INC.,
                                    a Delaware corporation

_________________________           By:___________________________
Name:____________________           Name:_________________________
Title:___________________           Title:________________________

(Corporate Seal)

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<PAGE>

                                 PURCHASE FORM
                                 -------------


                                                              Dated _____, 19___


     The undersigned hereby irrevocably elects to exercise the within Warrant in
order to purchase shares of Series B Preferred Stock or Common Stock (as
applicable) issuable hereunder and hereby (circle one):

     1.   makes payment of $______________ in payment of the Exercise Price
thereof;

     2.   elects to surrender the number of Warrants having a Market Price equal
to the Exercise Price.

                                   _________


                                ASSIGNMENT FORM
                                ---------------

     FOR VALUE RECEIVED, _____________________________________ hereby
sells, assigns and transfers unto

Name:________________________________________________________________
                    (please type or print in block letters)

Address:_____________________________________________________________

its rights to purchase __________ shares of Series B Preferred Stock or Common
Stock (as applicable) as represented by this Warrant and does hereby irrevocably
constitute and appoint ______________________________, Attorney, to transfer the
same on the books of the Company, with full power of substitution in the
premises.


Date _____________,19___

                              Signature_______________________________

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