CONTINUING UNCONDITIONAL GUARANTY

     WHEREAS,  USA Skate Co.,  Inc.,  a New York  corporation  ("Borrower")  has
entered  into a Loan and  Security  Agreement  dated  April 30,  1996 (the "Loan
Agreement") with LaSalle National Bank ("Bank")  pursuant to which Bank has made
or may,  in its sole  discretion,  from time to time  hereafter,  make loans and
advances to or extend other financial accommodations to Borrower;

     WHEREAS,  the undersigned is desirous of having Bank extend and/or continue
the  extension of credit to Borrower and Bank has required  that  Guarantor  (as
hereinafter defined) execute and deliver this Guaranty to Bank as a condition to
the extension and continuation of credit by Bank; and

     WHEREAS,  the extension and/or continued extension of credit, as aforesaid,
by Bank is necessary  and desirable to the conduct and operation of the business
of Borrower and will inure to the personal and financial benefit of Guarantor;

     NOW,  THEREFORE,  for  value  received  and in  consideration  of any loan,
advance, or financial  accommodation of any kind whatsoever  heretofore,  now or
hereafter  made,  given or  granted  to  Borrower  by Bank  (including,  without
limitation,  the Loans as defined in, and made or to be made by Bank to Borrower
pursuant to, the Loan Agreement), the undersigned, and each of them, if there be
more than one, (collectively,  the "Guarantor")  unconditionally  guaranties (i)
the full and prompt payment when due, whether at maturity or earlier,  by reason
of  acceleration  or  otherwise,  and at  all  times  thereafter,  of all of the
indebtedness,  liabilities  and obligations of every kind and nature of Borrower
to Bank or any parent,  affiliate or subsidiary of Bank (the term "Bank" as used
hereafter shall include such parents,  affiliates and  subsidiaries),  howsoever
created,  arising  or  evidenced,   whether  direct  or  indirect,  absolute  or
contingent,  joint or several,  now or hereafter  existing,  or due or to become
due, and howsoever owned,  held or acquired by Bank,  whether through  discount,
overdraft,  purchase,  direct  loan or as  collateral  or  otherwise,  including
without limitation all obligations and liabilities of Borrower to Bank under the
Loan Agreement and (ii) the prompt,  full and faithful  discharge by Borrower of
each and every term,  condition,  agreement,  representation and warranty now or
hereafter  made by  Borrower  to Bank (all such  indebtedness,  liabilities  and
obligations  being  hereinafter  referred to as the  "Borrower's  Liabilities").
Guarantor  further  agrees  to pay all costs and  expenses,  including,  without
limitation,  all court costs and reasonable attorneys' and paralegals' fees paid
or incurred  by Bank in  endeavoring  to collect  all or any part of  Borrower's
Liabilities  from, or in prosecuting any action against,  Guarantor or any other
guarantor of all or any part of Borrower's  Liabilities.  All amounts payable by
Guarantor under this Guaranty shall be payable upon demand by Bank.

     Notwithstanding  any  provision  of this  Guaranty to the  contrary,  it is
intended that this  Guaranty,  and any liens and security  interests  granted by
Guarantor to secure this Guaranty, not constitute a "Fraudulent  Conveyance" (as
defined  below).  Consequently,  Guarantor  agrees that if the Guaranty,  or any
liens  or  security  interests  securing  this  Guaranty,  would,  but  for  the
application of this sentence,  constitute a Fraudulent Conveyance, this Guaranty
and each such lien and security  interest shall be valid and enforceable only to
the maximum  extent that would not cause this  Guaranty or such lien or security
interest  to  constitute  a  Fraudulent  Conveyance,  and  this  Guaranty  shall
automatically be deemed to have been amended  accordingly at all relevant times.
For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under
Section 548 of the "Bankruptcy  Code" (as  hereinafter  defined) or a fraudulent
conveyance  or  fraudulent  transfer  under  the  provisions  of any  applicable
fraudulent  conveyance or  fraudulent  transfer law or similar law of any state,
nation or other governmental unit, as in effect from time to time.

     Guarantor  hereby  agrees  that,  except  as  hereinafter   provided,   its
obligations under this Guaranty shall be unconditional,  irrespective of (i) the
validity or enforceability of Borrower's  Liabilities or any part thereof, or of
any promissory  note or other document  evidencing all or any part of Borrower's
Liabilities,  (ii) the absence of any attempt to collect Borrower's  Liabilities
from Borrower or any other guarantor or other action to enforce the same,  (iii)
the waiver or consent by Bank with respect to any  provision  of any  instrument
evidencing Borrower's  Liabilities,  or any part thereof, or any other agreement
heretofore,  now or hereafter  executed by Borrower and delivered to Bank,  (iv)
failure by Bank to take any steps to perfect and maintain its security  interest
in, or to preserve  its rights to, any  security or  collateral  for  Borrower's
Liabilities,  (v) the institution of any proceeding under Chapter 11 of Title 11
of the  United  States  Code (11  U.S.C.  ss.  101 et  seq.),  as  amended  (the
"Bankruptcy Code"), or any similar proceeding, by or against Borrower, or Bank's
election in any such proceeding of the application of Section  1111(b)(2) of the
Bankruptcy Code, (vi) any borrowing or grant of a security  interest by Borrower
as  debtor-in-possession,  under Section 364 of the Bankruptcy  Code,  (vii) the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
Bank's  claim(s) for  repayment of Borrower's  Liabilities,  or (viii) any other
circumstance which might otherwise  constitute a legal or equitable discharge or
defense of a guarantor.

     Guarantor hereby waives diligence,  presentment,  demand of payment, filing
of claims with a court in the event of  receivership  or bankruptcy of Borrower,
protest  or notice  with  respect  to  Borrower's  Liabilities  and all  demands
whatsoever,  and covenants that this Guaranty will not be discharged,  except by
complete  performance  of  the  obligations  and  liabilities  contained herein.

9217_1

<PAGE>

Upon  any  default  by  Borrower  as  provided  in any  instrument  or  document
evidencing  all  or  any  part  of  Borrower's  Liabilities,  including  without
limitation the Loan Agreement, Bank may, at its sole election,  proceed directly
and at once,  without notice,  against Guarantor to collect and recover the full
amount or any  portion  of  Borrower's  Liabilities,  without  first  proceeding
against  Borrower,  or any other person,  firm, or  corporation,  or against any
security or collateral for Borrower's Liabilities.

     Bank is hereby  authorized,  without notice or demand and without affecting
the liability of Guarantor  hereunder,  to at any time and from time to time (i)
renew, extend,  accelerate or otherwise change the time for payment of, or other
terms relating to, Borrower's  Liabilities or otherwise modify,  amend or change
the terms of any promissory note or other agreement,  document or instrument now
or hereafter  executed by Borrower and  delivered to Bank;  (ii) accept  partial
payments on Borrower's  Liabilities;  (iii) take and hold security or collateral
for the payment of Borrower's  Liabilities guaranteed hereby, or for the payment
of this  Guaranty,  or for the  payment of any other  guaranties  of  Borrower's
Liabilities or other liabilities of Borrower,  and exchange,  enforce, waive and
release any such security or collateral;  (iv) apply such security or collateral
and direct the order or manner of sale thereof as in its sole  discretion it may
determine; and (v) settle, release,  compromise,  collect or otherwise liquidate
Borrower's  Liabilities  and any security or collateral  therefor in any manner,
without  affecting or impairing the  obligations  of Guarantor  hereunder.  Bank
shall have the exclusive  right to determine the time and manner of  application
of any payments or credits,  whether received from Borrower or any other source,
and such  determination  shall be binding on  Guarantor.  All such  payments and
credits may be applied,  reversed and reapplied,  in whole or in part, to any of
Borrower's  Liabilities as Bank shall determine in its sole  discretion  without
affecting the validity or enforceability of this Guaranty.

     To secure the  payment  and  performance  of  Guarantor's  obligations  and
liabilities  contained  herein,  Guarantor grants to Bank a security interest in
all property of Guarantor delivered concurrently herewith or which is now, or at
any time  hereafter in transit to, or in the  possession,  custody or control of
Bank,  and all proceeds of all such property.  Guarantor  agrees that Bank shall
have the rights and remedies of a secured  party under this  Uniform  Commercial
Code of Illinois,  as now existing or hereafter amended,  with respect to all of
the aforesaid property,  including without limitation thereof, the right to sell
or  otherwise  dispose of any or all of such  property and apply the proceeds of
such sale to the payment of  Borrower's  Liabilities.  In addition,  at any time
after maturity of Borrower's Liabilities by reason of acceleration or otherwise,
Bank may, in its sole discretion,  without notice to Guarantor and regardless of
the acceptance of any security or collateral for the payment hereof, appropriate
and apply toward the payment of Borrower's  Liabilities (i) any indebtedness due
or to become due from Bank to Guarantor,  and (ii) any moneys,  credits or other
property  belonging  to  Guarantor,  at any  time  held by or  coming  into  the
possession of Bank whether for deposit or otherwise.

     Guarantor hereby assumes  responsibility for keeping itself informed of the
financial  condition  of  Borrower,  and  any  and all  endorsers  and/or  other
guarantors  of  any  instrument  or  document  evidencing  all or  any  part  of
Borrower's  Liabilities and of all other circumstances  bearing upon the risk of
nonpayment of Borrower's  Liabilities or any part thereof that diligent  inquiry
would reveal and Guarantor  hereby agrees that Bank shall have no duty to advise
Guarantor of  information  known to Bank  regarding  such  condition or any such
circumstances  or to  undertake  any  investigation  not a part  of its  regular
business  routine.  If Bank, in its sole  discretion,  undertakes at any time or
from time to time to provide any such  information to any Guarantor,  Bank shall
be under no  obligation  to update any such  information  or to provide any such
information to Guarantor on any subsequent occasion.

     Guarantor  consents  and agrees that Bank shall be under no  obligation  to
marshall any assets in favor of Guarantor or against or in payment of any or all
of Borrower's  Liabilities.  Guarantor  further  agrees that, to the extent that
Borrower  makes a payment or payments to Bank,  or Bank receives any proceeds of
collateral,  which  payment or  payments or any part  thereof  are  subsequently
invalidated,  declared  to be  fraudulent  or  preferential,  set  aside  and/or
required to be repaid to Borrower,  its estate,  trustee,  receiver or any other
party, including, without limitation, Guarantor, under any bankruptcy law, state
or federal  law,  common  law or  equitable  theory,  then to the extent of such
payment or repayment,  Borrower's Liabilities or the part thereof which has been
paid, reduced or satisfied by such amount, and Guarantor's obligations hereunder
with respect to such portion of Borrower's Liabilities,  shall be reinstated and
continued  in full  force  and  effect  as of the  date  such  initial  payment,
reduction or satisfaction occurred.

     Guarantor agrees that any and all claims of Guarantor against Borrower, any
endorser or any other guarantor of all or any part of Borrower's Liabilities, or
against any of Borrower's  properties,  whether arising by reason of any payment
by Guarantor to Bank pursuant to the provisions  hereof, or otherwise,  shall be
subordinate  and subject in right of payment to the prior  payment,  in full, of
all of Borrower's Liabilities.

     Bank may, without notice to anyone,  sell or assign Borrower's  Liabilities
or any part thereof, or grant participations therein, and in any such event each
and every  immediate or remote  assignee or holder of, or participant in, all or
any of Borrower's  Liabilities shall have the right to enforce this Guaranty, by
suit or otherwise for the benefit of such assignee,  holder, or participant,  as
fully as if herein by name specifically given such right, but Bank shall have an
unimpaired   right,    prior   and    superior   to    that    of    any    such

9217_1

<PAGE>

assignee,  holder or  participant,  to enforce this  Guaranty for the benefit of
Bank, as to any part of Borrower's Liabilities retained by Bank.

     This  Guaranty  shall be binding  upon  Guarantor  and upon the  successors
(including without limitation,  any receiver, trustee or debtor in possession of
or for  Guarantor)  of Guarantor  and shall inure to the benefit of Bank and its
successors  and  assigns.  If  there  is more  than one  signatory  hereto,  all
references to Guarantor  herein shall include each and every  Guarantor and each
and every  obligation  of  Guarantor  hereunder  shall be the joint and  several
obligation  of  each  Guarantor.  Each  Guarantor  that  is a  corporation  or a
partnership  hereby represents and warrants that it has all necessary  corporate
or  partnership  authority,  as the case may be, to  execute  and  deliver  this
Guaranty and to perform its obligations hereunder.

     This Guaranty  shall  continue in full force and effect,  and Bank shall be
entitled  to make loans and  advances  and extend  financial  accommodations  to
Borrower on the faith hereof  until such time as Bank has, in writing,  notified
Guarantor  that  all of  Borrower's  Liabilities  have  been  paid in  full  and
discharged and the Loan Agreement has been terminated or until Bank has actually
received  written  notice  from  any  Guarantor  of the  discontinuance  of this
Guaranty as to that Guarantor,  or written notice of the death,  incompetency or
dissolution  of any  Guarantor.  In case of any  discontinuance  by,  or  death,
incompetency  or  dissolution  of, any Guarantor  (collectively,  a "Termination
Event"),  this  Guaranty and the  obligations  of such  Guarantor and his or its
heirs, legal  representatives,  successors or assigns, as the case may be, shall
remain in full force and effect with  respect to all of  Borrower's  Liabilities
incurred  prior to the  receipt  by Bank of  written  notice of the  Terminating
Event. The occurrence of a Terminating Event with respect to one Guarantor shall
not affect or impair the obligations of any other Guarantor hereunder.

     Wherever  possible each  provision of this Guaranty shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this  Guaranty  shall be  prohibited  by or invalid under such law,
such  provision  shall be  ineffective  to the  extent  of such  prohibition  or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Guaranty.

     THIS GUARANTY  SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.

     Guarantor  irrevocably  agrees  that,  subject to Bank's sole and  absolute
election, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT,  ARISING OUT
OF OR FROM OR RELATED TO THIS GUARANTY SHALL BE LITIGATED IN COURTS HAVING SITUS
WITHIN THE CITY OF CHICAGO,  STATE OF ILLINOIS.  GUARANTOR  HEREBY  CONSENTS AND
SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN
SAID CITY AND STATE.  Guarantor hereby  irrevocably  appoints and designates the
Secretary of State of Illinois,  whose address is Springfield,  Illinois (or any
other  person  having and  maintaining  a place of  business  in such state whom
Guarantor may from time to time  hereafter  designate upon ten (10) days written
notice to Bank and who Bank has  agreed in its sole  discretion  in  writing  is
satisfactory   and  who  has  executed  an  agreement  in  form  and   substance
satisfactory to Bank agreeing to act as such attorney and agent), as Guarantor's
true and lawful attorney and duly authorized  agent for acceptance of service of
legal  process.  Guarantor  agrees that service of such process upon such person
shall  constitute  personal  service of such process upon  Guarantor.  GUARANTOR
HEREBY  WAIVES  ANY RIGHT IT MAY HAVE TO  TRANSFER  OR  CHANGE  THE VENUE OF ANY
LITIGATION BROUGHT AGAINST GUARANTOR BY BANK IN ACCORDANCE WITH THIS PARAGRAPH.

     GUARANTOR  HEREBY  WAIVES  ALL  RIGHTS  TO TRIAL BY JURY IN ANY  ACTION  OR
PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS GUARANTY.

9217_1

<PAGE>

         If there is attached  to this  Guaranty a Rider  A-Special  Provisions,
such  Rider  is by this  reference  incorporated  into  and  made a part of this
Guaranty.

         IN  WITNESS  WHEREOF,  this  Guaranty  has been  duly  executed  by the
undersigned as of this 30th day of April, 1996.

                                       FOR CORPORATE OR PARTNERSHIP GUARANTOR:

FOR INDIVIDUAL GUARANTOR:              CALIFORNIA PRO SPORTS, INC.

______________________________         By  /s/ Michael S. Casazza
                                           -------------------------------------
______________________________         Its President
Address                                    -------------------------------------
______________________________         By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its CFO
                                           -------------------------------------
                                       Address: 8102 White Horse Road
                                                Greenville, South Carolina 29611

                                       USA SKATE CORPORATION

                                       By  /s/ Michael S. Casazza
                                           -------------------------------------
                                       Its President
                                           -------------------------------------
                                       By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its CFO
                                           -------------------------------------
                                       Address: 8102 White Horse Road
                                                Greenville, South Carolina 29611

                                       THREE R SALES, INC.

                                       By  /s/ Michael S. Casazza
                                           -------------------------------------
                                       Its President
                                           -------------------------------------
                                       By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its CFO
                                           -------------------------------------
                                       Address: 8102 White Horse Road
                                                Greenville, South Carolina 29611

                                       CALIFORNIA PRO, INC.

                                       By  /s/ Michael S. Casazza
                                           -------------------------------------
                                       Its President
                                           -------------------------------------
                                       By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its  CFO
                                           -------------------------------------
                                       Address: 8102 White Horse Road
                                                Greenville, South Carolina 29611

9217_1

<PAGE>

                          RIDER A - SPECIAL PROVISIONS
                          ----------------------------

     This RIDER A- SPECIAL  PROVISIONS  is  attached  to and made a part of that
certain Continuing Unconditional Guaranty (the "Guaranty") of even date herewith
executed by each of California Pro Sports, Inc., USA Skate Corporation,  Three R
Sales, Inc. and California Pro, Inc. (collectively, the "Guarantor") in favor of
LaSalle National Bank ("Bank").

     No payment  made by or for the  account  of  Guarantor  including,  without
limitation, (i) a payment made by Guarantor in respect of Borrower's Liabilities
or (ii) a payment  made by any other  person  under  any other  guaranty,  shall
entitle the Guarantor by subrogation or otherwise,  to any payment from Borrower
or from or out of any property of Borrower and Guarantor  shall not exercise any
right or remedy  against  Borrower or any  property of Borrower by reason of any
performance by Guarantor under the Guaranty.


                                       CALIFORNIA PRO SPORTS, INC.

                                       By  /s/ Michael S. Casazza 
                                           -------------------------------------
                                       Its President
                                           -------------------------------------
                                       By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its CFO
                                           -------------------------------------
                                       Address:
                                       8102 White Horse Road
                                       Greenville, South Carolina 29611

                                       USA SKATE CORPORATION

                                       By  /s/ Michael S. Casazza
                                           -------------------------------------
                                       Its President
                                           -------------------------------------
                                       By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its CFO
                                           -------------------------------------
                                       Address:
                                       8102 White Horse Road
                                       Greenville, South Carolina 29611

9217_1

<PAGE>

                                       THREE R SALES, INC.

                                       By  /s/ Michael S. Casazza
                                           -------------------------------------
                                       Its President
                                           -------------------------------------
                                       By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its CFO
                                           -------------------------------------
                                       Address:
                                       8102 White Horse Road
                                       Greenville, South Carolina 29611



                                       CALIFORNIA PRO, INC.

                                       By  /s/ Michael S. Casazza
                                           -------------------------------------
                                       Its President
                                           -------------------------------------
                                       By  /s/ Barry Hollander
                                           -------------------------------------
                                       Its CFO
                                           -------------------------------------
                                       Address:
                                       8102 White Horse Road
                                       Greenville, South Carolina 29611

9217_1

                                       -2-