AGREEMENT

         This  Agreement  ("Agreement")  is  effective  as of May 1, 1997 by and
between  California Pro Sports,  Inc., having offices at 1221 B South Batesville
Road, Greer, South Carolina,  29650 ("CalPro") and United Merchandising Corp., a
California  corporation  having  offices  at 2525 E. El  Segundo  Boulevard,  El
Segundo, California 90245 ("UMC").

         WHEREAS,  CalPro has used for several years the trademark  "Kemper" and
has developed certain intellectual property rights in connection therewith;

         WHEREAS, UMC desires to manufacture and sell certain items of snowboard
apparel to be sold under this trademark;

         WHEREAS,  CalPro is willing to grant UMC such right to manufacture  and
sell, upon the terms and conditions set forth below.

         THEREFORE, CalPro and UMC hereby agree as follows:

1.       Term
         ----

         The initial  term of this  Agreement  shall be from May 1, 1997 through
April 30, 2000.

2.       Rights Granted
         --------------

         CalPro  hereby  grants  to UMC,  and UMC  accepts,  upon the  terms and
conditions set forth herein, a non-exclusive, non-transferrable license (with no
right to sublicense) to  manufacture  or cause to be  manufactured  snowboarding
apparel which may include shell jackets,  shell pants,  fleece garments,  vests,
parkas, anoraks, socks, insulated pants, sweaters, thermal underwear,  kneepads,
wristguards,  gloves,  hats and other insulated and uninsulated  winter garments
bearing the name and/or logo of "Kemper" (collectively the "Licensed Products"),
and to sell such Licensed  Products in its retail  stores in the United  States.
UMC agrees that the mark "Kemper" and all designs  thereof are the sole property
of  CalPro.  UMC shall at all times use such  marks in a manner  which  will not
denigrate  the  goodwill  associated  with the marks.  UMC shall not  attempt to
register  such marks with any  governmental  agency or  purchase  or license the
registration of such marks from any party.

3.       Payment for Manufacturing Rights
         --------------------------------

         In  consideration  of the right to  manufacture  and sell the  Licensed
Products,  during the initial term of this Agreement UMC shall pay to CalPro, in
U.S.  dollars,  the  greater of (i) seven and  one-half  percent (7 1/2%) of the
F.O.B.  Southern  California  cost to UMC for the  manufacture of the apparel or
(ii)  $30,000.00  per annum.  UMC shall  send  copies of all  invoices  for such
apparel to CalPro.  UMC shall pay  $15,000.  to CalPro  within five (5) business
days  following the execution and delivery (by both parties) of this  Agreement.
For each subsequent  year during the initial term of this  agreement,  UMC shall
pay $15,000.  to CalPro  within the first thirty (30)  business  days  following
receipt by UMC of all  Licensed  Products  for such year of the initial  term of
this Agreement.

                                        1
<PAGE>
Agreement
September 9, 1997 (4)



         In  consideration  of the right to  manufacture  and sell the  Licensed
Products  during  each of the Option  terms of this  Agreement  UMC shall pay to
CalPro,  in U.S.  dollars,  seven and  one-half  percent  (7 1/2%) of the F.O.B.
Southern  California cost to UMC for the  manufacture of the apparel.  UMC shall
pay to  CalPro  an  amount  equal to  one-half  (1/2) of the  total  fee for the
previous year within thirty (30) days business days  following the  commencement
of each such option term, and the balance of all sums due and owing CalPro,  for
each year of the  option  terms of this  Agreement  shall be paid by UMC  within
thirty (30) days following receipt by UMC of all Licensed Products for such year
of the initial term of this Agreement.

4.       Option to Extend
         ----------------

         UMC shall have the option to extend  this  contract  for an  additional
year.  Such option shall be  exercised  by UMC no later than April 1, 2000,  and
shall be null and void if not so exercised.

         UMC shall  further have the option to extend this contract for a second
additional  year.  Such option  shall be exercised by UMC no later than April 1,
2001, and shall be null and void if not so exercised.

5.       Other Goods 
         -----------

         CalPro  covenants  and  agrees  that  UMC  shall  have a right of first
refusal  to use  the  name  "Kemper"  on  other  snowboarding  goods,  including
snowboards,  boots,  bindings and bags. In the event UMC should desire to so use
the Kemper name, UMC shall notify CalPro,  and in the event CalPro should desire
to permit  the Kemper  name to be so used,  CalPro  shall  notify  UMC,  and the
parties shall negotiate,  in good faith, a reasonable  payment  percentage which
shall be set forth in an amendment to this Agreement.

6.       Interpretation and Enforcement
         ------------------------------

         This  Agreement  shall be construed in accordance  with the laws of the
state of California.  In the event any legal action becomes necessary to enforce
or interpret the terms of this Agreement, the parties agree that the such action
will be brought in the state or federal  Courts of Los Angeles  County,  and the
parties hereby submit to the jurisdiction of said courts.

7.       Entire Agreement
         ----------------

         This Agreement  contains the entire  understanding of the parties,  and
there are no  representations,  warranties,  promises of undertakings other than
those  contained  herein.  This  Agreement  supersedes  all previous  agreements
between the parties hereto. No waiver or

                                        2
<PAGE>
Agreement
September 9, 1997 (4)


modification  of any of the terms or provisions of this Agreement shall be valid
unless contained in a writing signed by the parties.

California Pro Sports, Inc.                         United Merchandising Corp.

By:   /s/ Barry S. Hollander                        By:   /s/ Steve G. Mills
   -------------------------------                     -------------------------
      Acting President                                    President


By: ______________________________                  By:   /s/ Gary S. Meade
                                                       -------------------------
                                                         Secretary

Dated: September 15, 1997                           Dated: September 15, 1997
       ------------------                                  ------------------



                                        3