EXCLUSIVE LICENSING AGREEMENT

         This Exclusive Licensing Agreement  ("Agreement") is entered into as of
April  1,  1998  by and  between  Jaysport  International,  Inc.,  a  California
Corporation  having its  principal  office at 24007  Venture  Blvd.,  Suite 225,
Calabasas,  California  ("Jaysport") and California Pro Sports, Inc., a Delaware
Corporation  having its principal  office at 8102 White Horse Road,  Greenville,
South Carolina ("Cal Pro").


                                    RECITALS

A. On July  28,  1994,  Cal  Pro  entered  into a  license  agreement  ("License
Agreement") with Front 500 Corporation,  an Ontario,  Canada Corporation ("Front
500"),  the owner of all right,  title and  interest in the  "Kemper"  trademark
("Trademark")  and  "Kemper"  name  ("Name"),  all  derivatives  thereof and all
goodwill  connected  with such  Trademark  and  Name,  including  the  rights to
manufacture  and distribute any and all products  bearing the Trademark and Name
and all derivatives thereof.

B.  Pursuant to the License  Agreement,  Front 500 granted Cal Pro an  exclusive
perpetual  worldwide  license to  manufacture,  import/export,  design,  market,
promote  and  distribute  Products,  namely,  (snowboards,   related  equipment,
clothing, accessories and boots) bearing the Trademark or Name.

C. Cal Pro warrants that its License  Agreement  with Front 500 is in full force
and effect and in good standing.

D. Cal Pro now desires to grant Jaysport an exclusive  sub-license on all of its
rights contained in the License  Agreement to Jaysport pursuant to the terms and
conditions of this Agreement.

E. Both parties  accept that this  Agreement is based on the  agreement  entered
into in a February  13,  1998 letter  from Jay Joffe,  President  of Jaysport to
Barry Hollander, President of Cal Pro.

F. Both parties  agree that they are under an  obligation to carry out the terms
and conditions of this Agreement in good faith.

NOW, THEREFORE,  in consideration of the mutual covenants and promises contained
herein, the parties agree as follows:


1)       DEFINITIONS.

(a)  "Name"  shall  mean any and all  trade  names  or  business  names  used in
association with the manufacture,  import/export,  design, marketing,  promotion
and  distribution  of the Products  which can in any manner be  constructed as a
derivation of the Trademark or otherwise similar to or based upon the Trademark.

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(b)  "Products"  shall  mean  all  snowboards,   related  equipment,   clothing,
accessories (including,  without limitation, straps and bindings) and boots sold
bearing the Trademark or Name.

(c) "Trademark" shall mean the Kemper trademark and all derivations  thereof and
any other trademarks  which may be hereinafter  created or acquired which may in
whole or in part use the "Kemper" name, whether or not registered under the laws
of any jurisdiction.


2)       EXCLUSIVE SUB-LICENSE.

(a) Cal Pro hereby  grants to Jaysport an  exclusive  sub-license  of all of its
rights contained in the License Agreement executed between Front 500 and Cal Pro
on July 28,  1994,  subject  only to the  prior  sublicense  granted  to  United
Merchandising Corp. ("Big 5").

(b) Without limitation, Cal Pro sub-licenses to Jaysport the exclusive worldwide
right  to use  the  Trademark  and  Name in  connection  with  the  manufacture,
import/export, design, marketing, promotion and distribution of the Products.

(c) During the term of this  Agreement and any renewals  entered  into,  Cal Pro
shall not grant a license and or an assignment to any other individual,  person,
corporation,  partnership  or any  other  entity  with  respect  to  the  rights
contained  in the  License  Agreement  without the  express  written  consent of
Jaysport.


3)       FRONT 500 LICENSE AGREEMENT.

(a) Cal Pro warrants that the License  Agreement that it entered into with Front
500 is in full force and effect and in good standing.


4)       TERM.

The initial  term of this  Agreement  is for a period of two (2) years as of the
date hereof.


5)       RENEWAL.

(a) At The end of the initial two (2) year term, Jaysport has a perpetual option
to renew this Agreement for additional two (2) year periods  thereafter  subject
to the terms of this Section.

(b) If Jaysport desires to exercise its renewal option,  it must provide Cal Pro
written  notification  at least  forty-five (45) days prior to the expiration of
the initial term or any renewal thereafter.

(c) If written  notification  is provided to Cal Pro  pursuant to Section  4(b),
then at least  forty-five (45) days before the expiration of the initial term of
this Agreement or any renewal thereafter, both

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parties shall enter into good faith  negotiations with respect to a two (2) year
renewal of this Agreement.

(d)

         (i) If  Jaysport  and Cal Pro are  unable to  achieve  and enter into a
renewal agreement,  notwithstanding  the fact that both parties carried out good
faith negotiations, Jaysport shall have a right of first refusal with respect to
any  subsequent  agreement that Cal Pro may negotiate with any other third party
with respect to the use of Kemper Name and Trademark.

         (ii) With respect to the right of first refusal,  Cal Pro shall provide
Jaysport  with a  FINAL  written  copy  of  its  proposed  agreement  ("Proposed
Agreement")  with the third  party  ("Third  Party")  and upon  receipt  of said
Proposed  Agreement,  Jaysport  shall have thirty (30) days to decide whether it
desires to enter into the Proposed Agreement with Cal Pro.

         (iii)  Before the  expiration  of the thirty (30) day period,  Jaysport
shall provide  written  notification to Cal Pro on whether it wants to accept or
reject the Proposed Agreement. If Jaysport accepts the Proposed Agreement, a new
agreement  shall be drafted  ("New  Agreement")  and the name of the Third Party
shall be  replaced  with  Jaysport  and any other  miscellaneous  items shall be
amended so that the New  Agreement is  reasonable  and makes sense.  If Jaysport
rejects the Proposed Agreement,  Cal Pro shall provide to Jaysport within thirty
(30) days of the  rejection of the Proposed  Agreement,  an executed copy of the
Proposed Agreement between Cal Pro and the Third Party.

         (iv) If after the rejection of the Proposed  Agreement,  Cal Pro or the
Third Party  amends any term or condition  of the  Proposed  Agreement,  Cal Pro
acknowledges  that  Jaysport  has a right of first  refusal  with respect to the
amended Proposed Agreement and Cal Pro shall comply with the renewal obligations
of Section 4(d)(ii) and 4(d)(iii).

(e) If the initial  term of this  Agreement  or any renewal  thereafter  expires
during the negotiation process between Jaysport and Cal Pro, then this Agreement
or any renewal agreement thereafter,  shall continue on in full force and effect
until  Jaysport  and Cal Pro  execute a new  agreement  or until a new  Proposed
Agreement  is  executed  between  Cal Pro and  Jaysport or between Cal Pro and a
Third Party.


6)       TRANSFER AND ASSIGNMENT.

(a) During the term of this Agreement and any renewal  thereafter,  both parties
shall not be permitted,  nor have the power, without the express written consent
of the other party, to give away, sell, assign, pledge, lease, sub-lease, devise
or otherwise transfer,  either directly or indirectly, by operation of law or in
any other manner, this Agreement or any part thereof.

(b) Any attempted transfer or assignment of this Agreement,  except as expressly
provided in Section 5(a), shall be null and void and shall constitute a material
breach of this Agreement.


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(c) Notwithstanding the foregoing,  it is expressly  acknowledged that a sale of
the assets or business of Cal Pro or Jaysport, or a merger in which either party
is not the  surviving  party  shall  not  constitute  an  event of  transfer  or
assignment  pursuant to this  paragraph  and the successor in interest of either
party shall inherit all rights and obligations under this Agreement.


7)       ROYALTY PAYMENTS.

(a) During the initial two (2) year term of this  Agreement,  Jaysport shall pay
Cal Pro a royalty  payment of three (3%) of Net Sales for all  Products  that it
sells.

(b) Net Sales is defined as the gross sales of Products  less all sale  returns,
allowances and discounts.  Net Sales shall not include any freight, service fees
or taxes.

(c) During the initial two (2 ) year term of this Agreement, Jaysport guarantees
a  minimum  royalty  payment  to  Cal  Pro  of  twenty-five   thousand   dollars
($25,000.00) per annum,  with ten thousand  ($10,000.00) paid upon the execution
hereof and ten thousand dollars  ($10,000.00) of the year two royalty to be paid
at the beginning of the second year of this Agreement.

(d) Royalty  Payments  are due thirty  (30) days after the end of each  calendar
quarter.  In  addition,  Jaysport  shall  provide  Cal Pro with a report  of all
Product Sales for that calendar quarter.

(e) Jaysport agrees to keep at all times  complete,  accurate and true books and
records  of all  Product  sales in  sufficient  detail to enable  the  royalties
payable  under this  Agreement to be computed  and  verified.  Jaysport  further
agrees  to  permit  an  independent   certified  public  accountant  or  another
independent  financial  person  acceptable  to both  parties,  at Cal Pro's sole
expense,  to have access for inspection at Jaysport's  offices, to the books and
records of the Product sales; provided,  however, that if such books and records
reveal an underpayment of royalties in excess of fifteen percent (15%),  Cal Pro
shall be entitled to reimbursement of the cost of such inspection.

(f) With  respect to any renewal  agreement  entered  into  between the parties,
royalty payments are subject to good faith negotiations.


8)       MISCELLANEOUS

         (a)  Notices.  All  notices  and  other   communications   required  or
authorized  under this  Agreement  must be given in writing,  and will be deemed
effective when received by a party by personal  delivery,  or if sent to a party
at the address or facsimile number set forth below such party's signature at the
end of  this  Agreement,  then,  upon  electronic  confirmation  of  receipt  by
facsimile  transmission,  or five (5) days after being mailed by  registered  or
certified mail, return receipt requested. Either party may change its address or
facsimile number by written notice to the other party as provided herein.


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         (b) Governing Law Severability. This Agreement shall be governed by the
laws of the State of California. If any provision in this Agreement is held by a
court of  competent  jurisdiction  to be  invalid,  void or  unenforceable,  the
remaining provisions will nevertheless  continue in force without being impaired
or invalidated in any way.

         (c)  Controversy;   Attorneys'  Fees.  All  controversies,  claims  and
disputes  arising in connection  with this Agreement  shall be settled by mutual
consultation  between the parties in good faith as  promptly  as  possible,  but
failing amicable settlement shall be settled finally by arbitration  pursuant to
the  provisions  of  this  Section.  Such  arbitration  shall  be  conducted  in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  ("AAA"),  in Los  Angeles,  California,  subject  to the  following
provisions.

                  (i) Exclusivity. The parties hereby agree that the arbitration
procedure  provided  herein shall be the sole and exclusive  method of resolving
any and all controversies, claims and disputes hereunder.

                  (ii) Selection of Arbitrators.  The arbitration shall begin by
one party serving an arbitration demand on the other party, specifying the basis
for the  demand.  The  parties  then  shall  have ten  (10)  days to agree on an
arbitrator.  If the parties fail to agree within ten (10) days of such  failure,
the arbitrator shall be selected by the AAA.

                  (iii) Decision of Arbitrator. Within sixty (60) days after the
filing of the arbitration demand, the arbitrator shall make a final decision and
award  according to the facts,  the  provisions of this Agreement and applicable
law.  The  decision  shall set forth facts and  reasons  upon which the award is
based.  Judgment  upon the  arbitration  award  may be  entered  in any court of
competent jurisdiction in accordance with this Section hereof.

                  (iv) Attorney Fees and Expenses.  The parties  expressly agree
that the prevailing party's costs and expenses of any arbitration and associated
legal action,  including  without  limitation  fees for attorneys,  accountants,
consultants and expert witnesses, shall be paid by the losing party.

                  (v) Judicial  Action.  Legal action for entry of judgment upon
any  arbitration  award or  adjudication  of any  controversy,  claim or dispute
arising  from a breach or alleged  breach of this  Section may be heard or tried
only in the courts of the State of California  in the County of Los Angeles,  or
the  Federal  District  Court  in the  County  of Los  Angeles  in the  State of
California. Each of the parties hereby waives any defense of lack of in personam
jurisdiction  of said courts and agrees  that  service of process in such action
may be made upon each of them by mailing it certified or registered  mail to the
other party at the address  provided for notices  herein.  Both  parties  hereby
submit to the  jurisdiction of the court so designated,  to the exclusion of any
other courts, which might have had jurisdiction apart from this Section.

         (d) Successors and Assigns.  This Agreement shall bind and inure to the
benefit of the respective successors and assigns of each party.


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         (e) Headings; Construction;  Official Version. Section headings are for
convenience  only and are not a part of this  Agreement,  nor intended to affect
the  interpretation  of any  provision  hereof.  This  Agreement  has been fully
negotiated between the parties.  Each party has had ample opportunity to consult
an attorney,  and has executed this Agreement without any coercion or duress. No
uncertainty  or ambiguity in this  Agreement  will be construed  against  either
party.

         (f) Entire Agreement.  This Agreement  constitutes the entire agreement
between  Jaysport  and Cal Pro and  supersedes  all  prior  and  contemporaneous
representations,   warranties,   agreements  and  undertakings.  The  terms  and
provisions  of this  Agreement may not be waived,  altered,  modified or amended
except in a writing executed by Jaysport and Cal Pro.

         (g) United States  Currency.  All amounts  payable  hereunder,  and all
references herein to dollar amounts, shall be in United States Dollars.

         (h) Counterparts;  Facsimile. This Agreement may be executed in several
counterparts,  which together will constitute one binding  Agreement.  Facsimile
signatures are binding upon receipt,  and the parties agree to exchange original
signatures within five (5) days of the facsimile transmission.

         IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement on
the date first written above.

         JAYSPORT INTERNATIONAL, INC.
         A CALIFORNIA CORPORATION.



         By:       /s/ Jay Joffe                                      
            -------------------------------------
                  Jay Joffe, President

Address:          24007 Ventura Blvd.
                  Calabasas, California  91302

Telephone:        (818) 591-2686
Facsimile:        (818) 591-0215




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         CALIFORNIA PRO SPORTS, INC.
         A Delaware Corporation




         By:      /s/ Barry Hollander                            
            -------------------------------------
                  Barry Hollander, Acting President

Address:          1221 B South Batesville Road
                  Greer, South Carolina

Telephone:        (864) 848-5160
Facsimile:        (864) 848-5167


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