LEASE AGREEMENT


     THIS LEASE AGREEMENT      (hereinafter referred to
as the "Lease") is made and entered into this 1st day
of July, 1990, by and between SELECT SERVICE & SUPPLY
CO., INC. (hereinafter referred to as "Lessor") and
SPORTIME (hereinafter referred to as "Lessee").

            W I T N E S S E T H   T H A T :

     FOR AND IN CONSIDERATION of the rents, covenants,
agreements and stipulations hereinafter mentioned,
reserved and contained, to be paid, kept and performed
by Lessee, Lessor has leased and rented, and by these
presents does lease and rent, unto the said Lessee who
hereby agrees to lease from Lessor, upon the terms and
conditions which are hereinafter contained, the
property hereinafter described.

     1.  Description of Premises.  The property leased
hereunder by Lessor to Lessee is that certain real
property described on Exhibit "A" attached hereto
(hereinafter referred to as the "Property"), together
with (i) an office-warehouse currently existing thereon
(hereinafter the Property as improved referred to as
the "Premises"), and (ii) all easements running in
favor of Lessor with respect to the Property, including
specifically any and all easements for ingress and
egress, parking easements and utility easements for the
benefit of the Property.

     2.  Term.  The term of this Lease (the "Lease
Term") shall be for a period of fifteen (15) years
commencing July 10, 1990 (the "Commencement Date").
The Lease Term shall commence upon the Commencement
Date.  If the Commencement Date is any day other than
the first day of a calendar month, the first Lease Year
shall be the period of time from the Commencement Date
until the end of the month in which said Commencement
Date shall occur plus twelve (12) calendar months.
Each Lease Year thereafter shall be a successive period
of twelve (12) months.

          At any time during the Lease Term, and upon
eighteen (18) months' advance written notice to Lessee,
Lessor can terminate the Lease.  If so terminated, all
financial obligations of Lessee as set forth herein
shall be prorated based on such termination date, and
after such termination date neither Lessor nor Lessee
shall have any further rights or obligations hereunder.

     3.  Rental.  For each of the first five (5) Lease
Years of the Lease Term, Lessee shall pay annual rent
to Lessor in the amount of Two Hundred Forty-Three
Thousand Two Hundred Seventy-Six and 60/100 Dollars
($243,276.60) ("Rent") in equal monthly installments of
Twenty Thousand Two Hundred Seventy-Three and 5/100
Dollars ($20,273.05) each.  Monthly installments of
Rent shall be paid in advance on the first day of each
calendar month, without demand, deduction or set off.
Rent for any partial calendar month during the term
hereof shall be prorated on a per diem basis.

          For each successive five (5) Lease Year
period thereafter, the Rent shall be equal to the Rent
for the immediately preceding Lease Year of the Lease
Term multiplied by a fraction,

<PAGE>

the denominator of which is the "All Items" portion of
the "Consumer Price Index for All Urban Consumers:
U.S. City Average" (1982-84=100), published by the
Bureau of Labor Statistics of the United States
Department of Labor, applicable on the date of this
Lease (or for any subsequent five year
period, the first day of such previous five year
period), and the numerator of which is the index number
for the first month of said successive five year lease
period.  In the event the Consumer Price Index of the
Bureau of Labor Statistics of the United States
Department of Labor is discontinued, Lessor shall
select another index published by a department or
agency of the United States Government to be
substituted for the prior index, with any appropriate
adjustment required because of the predecessor index.

          As additional rent, lessee shall pay the
taxes and insurance provided for in Paragraphs 4, 5 and
6 below.  Sums other than Rent are designated as "Rent"
or "additional rent" hereunder solely for the purpose
of enabling Lessor to enforce its rights hereunder.
Such sums shall not be deemed Rent for purposes of
computing taxes or for governmental regulations
thereon.

     4.  Taxes.  Lessee covenants and agrees to pay any
and all sales or use taxes impose by any governmental
authority relative to the direct activities of the
Lessee on the Premises.  Lessee further covenants and
agrees to cause to be paid any and all ad valorem real
estate taxes assessed by any governmental authority
against the Premises and against any personalty owned
by Lessee on the Premises.  It being the intention of
Lessor and Lessee that all such taxes incident to the
Premises and the business conducted thereon be the sole
responsibility of Lessee.  Any ad valorem taxes
assessed against the Premises for any part of a year in
which this Lease commences or expires shall be prorated
as between the parties.

     5.  Damages, Accidents, Liability, Insurance, Etc.
Lessee will, at its own expense, furnish for the joint
benefit of Lessor and Lessee, public liability and
property damage insurance with minimum limits in the
amount reasonably necessary to protect Lessor, Lessee
and the Premises.  It is further understood that in all
events Lessee will indemnify and save harmless Lessor
from and against any and all loss, liability, damages
and judgments for injuries or accidents to persons or
property (including to Lessor) of any nature and
howsoever occurring on or about the Premises during the
initial term of this Lease or any extended periods
thereof and whether or not the same shall be covered
adequately by any insurance.

          Lessee agrees to deliver to Lessor on the
Commencement Date and on the renewal date of such
policy, the usual certificates of the insurance carrier
certifying that such insurance is in force, but the
obligation to lessor shall not be limited to the amount
of such insurance.  There shall also be a clause in the
insurance policies requiring that the policies will not
be cancelled without Lessor receiving thirty (30) days
prior written notice.

     6.  Reconstruction or Payment.  Lessee agrees that
it will maintain fire and extended coverage insurance
with vandalism and malicious mischief and such other
coverages as are reasonably requested by Lessor
covering the Premises, which insurance shall be with an
insurance company or companies authorized to do
business in the State of Georgia, in an amount not less
than 90% of the full insurable value of the building
and other improvements on said leased Premises, and in
any event not less than an amount sufficient to prevent
the insured from

<PAGE>

being a co-insurer under any applicable co-insurance
clause, and to keep such insurance in full force
and effect for and during the time any buildings and
improvements are located on the Premises during the
term of this Lease.  For purposes hereof, "full
insurable value" shall mean the replacement cost of
the improvements without allowance for depreciation
but excluding footings, foundations and other portions
of improvements which are not insurable.

          In the event that the improvements on the
Premises shall be damaged or destroyed so as to render
the Premises unfit for Lessee's continued occupation,
Lessor shall have the following two options:  First,
lessor may elect to repair or rebuild the damaged or
destroyed improvements, and in the event Lessor elects
this option, it shall be entitled to the usage of the
proceeds from the aforesaid insurance for such
purposes.  Second, lessor may elect not to repair or
rebuild the damaged or destroyed improvements but in
lieu thereof to terminate this Lease and if so
terminated any and all insurance proceeds shall be paid
to Lessor.  Lessor shall notify Lessee in writing
within thirty (30) days after the damage or destruction
of the Premises which of the above two options it
elects.  If Lessor elects to restore the Premises, it
shall commence the restoration promptly and shall
continue said restoration with reasonable haste and
diligence and shall complete same to the reasonable
satisfaction of Lessee within one hundred eighty (180)
days of said damage or destruction.

          Lessee shall remain liable for the monthly
rentals during any period of restoration of the
Premises or during any of the various time periods
during which Lessor is permitted to elect the options
are herein set forth, but to the extent rental
insurance is payable to Lessor during these periods,
the rent payable by Lessee shall be abated to the
extent of the rental insurance proceeds so received by
Lessor.  Upon the completion of such restoration and/or
ceasing of payment of any rental insurance proceeds,
then the full rental shall commence and the term of the
Lease Agreement shall be extended by appropriate Lease
Addendum to properly reflect any period of rental
abatement.

          Lessee agrees that it will carry fire and
extended coverage insurance with vandalism and
malicious mischief covering all of its personal
property, improvements and equipment within the
Premises.

          Lessor and Lessee hereby release each other
and anyone claiming through or under the other by way
of subrogation or otherwise from any and all liability
for any loss of or damage to property, whether or not
caused by the negligence or fault of the other party
caused by a casualty to the Premises or to the
property.  In addition, Lessee shall cause the
insurance policy carried by it insuring the Premises or
the contents thereof to be written to provide that the
insurer waives all rights of recovery by way of
subrogation against Lessor in connection with any loss
or damage covered by the policy.  Furthermore, Lessor
and Lessee agree to indemnify and hold each other
harmless from and against any and all claims, damages
or causes of action for damages brought on account of
injury to any person or persons or property, or loss of
life, arising out of the use, operation or maintenance
of the Property and the Premises.

     7.  Materialman's Lien.  Lessee agrees to keep the
Premises and all parts thereof at all times free of
materialman's liens  and other liens for labor,
services, supplies, equipment or material purchased or
procured, directly or indirectly, by or for Lessee.
Should any mechanics',

<PAGE>

materialman's or other liens be filed against the
Premises by reason of the acts of Lessee, Lessee shall
cause the lien to be cancelled and discharged of record
by bond or otherwise within (30) days of receiving actual
notice of such lien.

     8.  Utilities.  Lessee is to pay all bills for
electricity, gas, fuel, water and other utilities used
by Lessee on or for the Premises during the original or
any extended term of this Lease.

     9.  Repairs.  All non-structural repairs to the
Premises and the improvements thereon and the repair or
replacement of the roof of the Premises shall be
promptly made by Lessee so as to maintain same in good
order and appearance at all times during the term of
this Lease.  Lessee shall also keep the Premises clean
and free from debris on a daily basis.  Lessor's
maintenance obligations shall be limited solely to the
repair and maintenance of the foundation and exterior
walls of the Premises.

     10.  Alterations or Improvements.  Lessee shall
not make material changes or structural alterations to
the Premises without first obtaining the written
consent of Lessor.

     11.  Delivery at End of Lease.  Lessee agrees to
deliver to Lessor, or Lessors agent or assigns, the
Premises at the expiration or earlier termination of
this Lease, with the keys of same, cleared of all
persons and property not belonging to Lessor, in the
same good order and condition as the Premises were
received by Lessee, and to make good all damage to the
Premises, ordinary wear and tear and damage by casualty
or condemnation, excepted.  No demand or notice of such
delivery shall be necessary.

     12.  Right of Entry.  Lessor reserves the right
during the term of this Lease to enter the Premises at
reasonable hours to show the same or inspect the same.

     13.  Assignment and Subletting.  Lessee shall not
assign this lease or any interest therein nor sublease
the Premises or any part thereof or any right or
privilege appurtenant thereto, nor permit the occupancy
or use of any part thereof by any other person without
the prior written consent of the Lessor  Consent to
such assignment or sublease shall be in Lessor's sole
discretion.

     14.  Default of Rent, Etc.  All covenants and
agreements herein made and obligations assumed are to
be construed also as conditions, and these presents are
upon the express condition that if Lessee should (i)
fail to pay when due any one of the aforesaid rent
installments and the said failure to pay shall continue
for ten (10) days after receipt of written notice to
Lessee by Lessor of such failure to pay, or (ii) fail
to perform or observe any of the other covenants,
agreements or obligations herein made or assumed by
Lessee and Lessee shall fail to cure such default
matter within thirty (30) days after receipt of written
notice to Lessee by Lessor of such default, then and
thenceforth, in any of the said events (hereinafter
referred to as an "event of default"), this Lease may
be forfeited and thereby become null and void, at the
option of Lessor.  Upon an event of default, Lessor may
immediately re-enter the Premises or any part thereof
in the name of the whole, and remove therefrom all
goods and chattels not thereto properly belonging, and
expel Lessee and all other persons who may be in
possession  of the Premises, and Lessor shall
thereafter be entitled to recover of Lessee the annual
rental herein reserved for

<PAGE>

the remaining portion of the initial term or any extended
term (should this Lease have been renewed for such term).
Lessor shall not be liable to Lessee in the event of
reletting for any larger amount of rent which Lessor
is able to procure for said unexpired portion of the
initial term or an extended term.

     15.  Right to Terminate Not Exclusive.  The right
of Lessor to terminate this Lease as herein set forth
is in addition to and not in exhaustion of such other
rights that Lessor has or causes of action that may
accrue to lessor because of Lessee's failure to
fulfill, perform or observe the obligations, agreements
or covenants of this Lease Agreement and the exercise
or pursuit by Lessor of any of the rights or causes of
action that Lessor might otherwise have.

     16.  Insolvency or Bankruptcy.  In the event of
the insolvency or bankruptcy of Lessee or the filing of
any petition under the Bankruptcy Act, voluntarily or
involuntarily, and such bankruptcy proceeding is not
stayed within ninety (90) days of the filing of such
petition, or in the event of a partial or general
assignment for the benefit of a creditor, or creditors,
or in the event any other federal or state insolvency
proceeding is commenced against or by Lessee and not
stayed within ninety (90) days of filing, then Lessor
shall have the right and privilege to either (i)
immediately terminate this Lease by thirty (30) days'
written notice or (ii) re-enter into possession of the
Premises and hold Lessee liable for the difference, if
any, between the minimum annual rental reserved for the
remaining portion of the initial term or any extended
term (should this Lease have been renewed for such
term) and any rental received by Lessor upon the
reletting of the Premises.  Lessor shall not be liable
to Lessee in the event of reletting for any larger
amount of rent which Lessor is able to procure for said
unexpired portion of the initial term or any extended
term.  Lessor agrees, in such event, to make a good
faith effort to procure another tenant for the
unexpired portion of the term.

     17.  Lawful and Moral Purposes.  Lessee covenants
that the Premises shall, during the term of this Lease,
be used only and exclusively for lawful and moral
purposes, and no part of the Premises shall be used in
any  manner whatsoever for any purpose in violation of
the laws of the United States or the State of Georgia
or the ordinances and laws of the County in which the
Premises is located.  Lessee covenants that it shall
save and hold Lessor harmless against any violations.

     18.  Subordination.  Lessee agrees that this Lease
shall be subordinate to any deeds to secure debt that
may hereafter be placed upon the Premises, to any and
all advances made or to be made under them, to the
interest and all obligations secured by them and to all
renewals, replacements and extensions of them.

     19.  Relationship of Parties.  It is understood
and agreed that the relationship of the parties hereto
is strictly that of landlord and tenant and that Lessor
has no ownership in Lessee's enterprise and that this
lease shall not be construed as a joint venture or
partnership.  Lessee is not and shall not be deemed to
be an agent or representative of Lessor.

     20.  Quiet Possession.  Lessor hereby covenants
that if Lessee shall keep and perform all of the
covenants of this Lease on the part of Lessee to be
performed, Lessor will keep Lessee in the quiet and
peaceful possession of the Premises.

<PAGE>

     21.  Nuisance.  Lessee agrees not to create or
allow any nuisance to exist on the Premises and to
abate any nuisance that may arise, promptly and free of
expense to Lessor.

     22.  Waiver of Breach.  It is hereby covenanted
and agreed that no waiver of a breach of any of the
covenants of this Lease shall be construed to be a
waiver of any succeeding breach of the same or any
other covenant.

     23.  Covenants Run with Land, Etc.  It is hereby
covenanted and agreed between the parties hereto that
all covenants, conditions, agreements, and undertakings
in this Lease shall be taken, deemed and treated as
covenants running with the land and shall extend to and
be binding on the respective successors and assigns of
the respective parties hereto (including any sublessee
of Lessee), the same as if they were in every case
named and expressed.

     24.  Attorney's Fees.  Lessee covenants and agrees
to pay and to indemnify Lessor against all reasonable
legal costs and charges, including counsel fees,
lawfully and reasonably incurred in obtaining
possession of the Premises after default by Lessee or
upon default by Lessee in payment of any rent reserved
herein.

          Either Lessor or Lessee shall pay reasonable
attorney's fees to the other party's attorney in the
event it becomes necessary for the nondefaulting party
to employ an attorney to force the defaulting party to
comply with any of the other covenants, obligations or
conditions imposed by this Lease on the respective
parties.  If a final court decision is to the effect
that the party charged is not in violation or default,
then, in that event, such party shall not be required
to pay attorney's fees incurred by the charging party.

     25.  Holding Over.  It is mutually understood and
agreed that in the event lessee should hold over after
the termination of this Lease, either by expiration of
the term herein stated or otherwise, such holding over
shall not be construed as a holding over from month to
month, year to year, or term of years, or for a
periodic term of any kind, but such holding over shall
be from day to day and solely at the will of Lessor.

     26.  Notices.  All notices to be given to either
party by the other shall be by personal delivery,
overnight recognized delivery service or by certified
or registered mail, return receipt requested, whether
or not it is specifically designated as such in this
Lease and shall be deemed to be given, delivered or
received when received if by personal delivery or
overnight recognized delivery service, or when same are
deposited in the United States mail, postage prepaid
and properly addressed to the respective party if by
certified or registered mail.  All notices to be given
to lessor shall by sent to the following addressed as
follows:

                    Larry Joseph & Peter Savitz Partners
                    One Sportime Way
                    Atlanta, GA  30340

<PAGE>

All notices to be given to Lessee shall be sent to the
following addressed as follows:

                    Select Service & Supply Co., Inc.
                    One Sportime Way
                    Atlanta, GA  30340

     27.  Lessor's Self-Help.  In the event Lessee
shall fail at any time to perform any of its
obligations hereunder, including without limitation,
that of restoration, repairs, insurance and taxes,
lessor shall have the right but not the obligation to
make such payments and perform such action as Lessee
shall have failed to pay or do, and all costs, together
with interest at the rate of twelve (12%) percent per
annum, shall be due and payable to Lessor, or its
assigns, on the next rent payment due date.

     28.  Condemnation.  In the event all of the
Premises or such portion thereof as will make the
Premises unsuitable for Lessee's operation shall be
condemned by any legally constituted authority for any
public use or purpose, then in either of said events,
the term hereby granted shall cease, at the option of
Lessee on thirty (30) days' written notice, from the
time when possession thereof is taken by said public
authority, and rental shall be accounted for as between
Lessor and Lessee as of that date.  Such termination,
however, shall be without prejudice to the rights of
either Lessor or Lessee, or both, to recover
compensation and damage caused by condemnation from the
condemnor.  It is further understood and agreed that
neither Lessee nor Lessor shall have any rights in any
awards made to the other by a condemnation authority.

          In the event less than all of the Premises
are taken or condemned for a public or quasi-public use
and the Premises not taken may be made reasonably
suitable for Lessee's operation, this Lease will not
terminate.  Lessor shall, in such event, promptly
commence and diligently complete the repair and
restoration of the Premises so that upon completion,
the Premises will constitute a complete architectural
unit with an appearance, character and commercial value
as nearly as possibly equal to the value of the
Premises immediately prior to the taking; provided,
however, Lessor shall have no obligation to make such
repair and restoration if the estimated cost of such
exceeds the condemnation proceeds received by Lessor.

          Rent shall abate during any period of
restoration after a condemnation in the event Lessee
can not operate in the Premises during the restoration
period.

     29.  Miscellaneous.  The captions in this Lease
are for convenience only and shall not in any way limit
or be deemed to construe or interpret the terms and
provisions hereof.

          Time is of the essence of this Lease and of
all provisions hereof, except in respect to the
delivery of possession of the Premises at the
commencement of the term hereof.

          This Lease shall be construed and enforced in
accordance with the laws of the State of Georgia.

          This Lease may be executed in several
counterparts, each of which shall be an original and
all collectively shall constitute one lease.

<PAGE>

     30.  Successors.  All the terms, covenants and
conditions hereof shall be binding upon and inure to
the benefit of the heirs, executors, administrators,
successors and assigns of the parties hereto, provided
that nothing in this Section shall be deemed to permit
any assignment, subletting, occupancy or use contrary
to the provisions of Section 16.

     IN WITNESS WHEREOF, Lessor has executed this Lease
and Lessee has caused this Lease to be executed on its
behalf and through its duly authorized officers, all as
of the day and year first above written.

                              LESSOR:
                              SELECT SERVICE & SUPPLY CO., INC.


                              By:  /s/ Peter Savitz
                                 ------------------------
                                 Its: Vice President

                              Attest:  /s/ Peter Savitz
                                     --------------------
                                     Its: Secretary


                              LESSEE:
                              LARRY JOSEPH AND PETER SAVITZ PARTNERS


                              By:  /s/ Peter Savitz    (SEAL)
                                 ----------------------------
                                 Its:   Partner


<PAGE>


                      EXHIBIT "A"

                   LEGAL DESCRIPTION


                    SPORTIME PARCEL


All  that  tract or parcel of land lying and  being  in
Land  Lot  247, 6th District, Gwinnett County,  Georgia
and being more particularly described as follows:

To find the TRUE POINT OF BEGINNING, commence at 1" rod
found on the southwesterly right-of-way line of
Pleasantdale Road (25' from centerline):  said point
being located northwesterly a distance of 431.4 feet
along said southwesterly right-of-way line from its
point of intersection with the northwesterly right-of-
way line of Pleasantdale Road (50'R/W):  said
intersection point being the northwest corner of a four-
way street intersection where Pleasantdale Road Makes
an abrupt angle of approximately 90 degrees; thence
South 59 degrees 17 minutes 56 seconds West a distance
of 13.51 feet to a point of the proposed right-of-way
line of Pleasantdale Road (40.00 feet from centerline),
said Point being the TRUE POINT OF BEGINNING; thence
South 59 degrees 17 minutes 56 seconds West a distance
of 289.38 feet to a 1/2" rebar found; thence South 59
degrees 46 minutes 24 seconds West a distance of 200.16
feet to a tie rod found; thence South 59 degrees 19
minutes 09 seconds West a distance of 25.38 feet of an
iron pin set; thence North 31 degrees 06 minutes 13
seconds West a distance of 434.00 feet to a iron pin
set; thence North 59 degrees 30 minutes 20 seconds East
a distance of 380.72 feet to an iron pin set; thence
10.39 feet along an arc of a curve to the right having
a radius of 100.00 feet; said curve being subtended by
a chord bearing and distance of North 62 degrees 29
minutes 00 seconds East 10.39 feet to an iron pin set;
thence North 65 degrees 27 minutes 40 seconds East a
distance of 101.62 feet to an iron pin set; thence
24.71 feet along an arc of a curve to the left having a
radius of 40.00 feet,; said curve being subtended by a
chord bearing and distance of North 47 degrees 45
minutes 49 seconds East 24.32 feet to an iron pin set
on the proposed right-of-way line of Pleasantdale Road
(80'R/W); thence along said right-of-way line South 30
degrees 58 minutes 13 seconds East a distance of 427.67
feet to the TRUE POINT OF BEGINNING, said tract
containing 5.1200 acres of land in accordance with "As-
Built Survey" for Sportime by Travis Pruitt &
Associates; dated May 30, 1990; last revised June 18,
1990.

<PAGE>

                                           Attachment B

                     ENCUMBRANCES


Deed to Secure Debt and Security Agreement dated July
10, 1990 between Larry Joseph and Peter Savitz Partners
and Wachovia Bank, N.A., successor by merger to
Wachovia Bank of Georgia, N.A. (formerly known as The
First National Bank of Atlanta)

Assignment of Leases and Rents dated July 10, 1990 from
Larry Joseph and Peter Savitz Partners to Wachovia
Bank, N.A., successor by merger to Wachovia Bank of
Georgia, N.A. (formerly known as The First National
Bank of Atlanta)

<PAGE>

     THIS FIRST AMENDMENT OF LEASE (this "Amendment")
is made and entered into as of April 15, 1996, by and
between LARRY JOSEPH AND PETER SAVITZ PARTNERS, a
Georgia general partnership, as "Lessor", and SELECT
SERVICE & SUPPLY CO., INC., a Georgia corporation, as
"Lessee".

                 BACKGROUND STATEMENT

     Lessor and Lessee are parties to that certain
Lease Agreement dated July 1, 1990 (the "Lease")
relating to certain premises originally containing
57,613 square feet located on One Sportime Way,
Norcross, Gwinnett County, Georgia 30340 (the
"Premises").  As a result of scrivener's errors,
"Lessor" is identified on page 1 of the Lease as Select
Service & Supply Co., Inc., in paragraph 26 of the
Lease as Larry Joseph & Peter Savitz Partners, and on
the signature page as Select Service & Supply Co.,
Inc., while "Lessee" is identified on page 1 of the
Lease as Sportime, in paragraph 26 of the Lease as
Select Service & Supply Co., Inc., and on the signature
page as Larry Joseph & Peter Savitz Partners.  Lessor
has recently completed the construction of a 19,300
square foot addition (the "Addition") to the Premises
and Lessee has agreed to lease the Addition.  Lessor
and Lessee have agreed to amend the Lease to correct
the above described scrivener's errors and to include
the Addition as part of the Premises and are entering
into this Amendment to evidence their agreement.

                       AGREEMENT

     FOR AND IN CONSIDERATION of the promises and
covenants contained herein, and for Ten and No/100
Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is
hereby acknowledged by each of the parties hereto, the
parties agree as follows:

     1.   The Lease as amended hereby shall remain in
full force and effect.

     2.   To correct the scrivener's errors in the
Lease that describe the parties, the Lease is amended
by deleting in its entirety the first paragraph of the
Lease and substituting in lieu thereof the following:

     "THIS LEASE AGREEMENT (hereinafter referred to as
     the "Lease") is made and entered into this 1st day
     of July, 1990, by and between LARRY JOSEPH AND
     PETER SAVITZ PARTNERS (hereinafter referred to as
     "Lessor") and SELECT SERVICE & SUPPLY CO., INC.
     (hereinafter referred to as "Lessee")."

     3.          **         purpose of adding the
Addition to the Premises, paragraph 1 of the Lease is
**                   the following sentence to the end
thereof:

                        **
include that certain 19,300 square foot addition
completed in the first quarter of                  **
Lessor and Lessee acknowledge that the Premises now
contain, and all references in this Lease to the
"Premises" shall include, 76.913 square feet, being the
original 57,613 square feet and the new 19,300 square
foot addition."

[**original text illegible]

<PAGE>

     4.   For the purpose of amending the Lease Term,
the first paragraph of paragraph 2 of the Lease is
hereby deleted in its entirety replaced with the
following:

     "The term of this Lease (the "Lease Term") shall
     continue for a period of fifteen (15) years,
     commencing on April 15, 1996 (the "Commencement
     Date"), comprised of three (3) successive five (5)
     year periods, each of which is herein referred to
     as a "five (5) Lease Year period".  Each lease
     Year thereafter shall be a successive period of
     twelve (12) months."

     5.   For the purpose of amending the Rental, the
first paragraph of paragraph 3 of the Lease is hereby
deleted in its entirety and replaced with the
following:

     "For each of the Lease Years in the first five (5)
     Lease Year period, Lessee shall pay annual rent to
     Lessor in the amount of THREE HUNDRED FIFTEEN
     THOUSAND THREE HUNDRED FORTY-THREE AND 30/100
     DOLLARS ($315,343.30) ("Rent") in equal monthly
     installments of TWENTY-SIX THOUSAND TWO HUNDRED
     SEVENTY-EIGHT AND 61/100 DOLLARS ($26,278.61)
     each.  Monthly installments of Rent shall be paid
     in advance on the first day of each calendar
     month, without demand, deduction or setoff.  Rent
     for April 1996 shall be paid on the Commencement
     Date.  Rent for any partial calendar month during
     the term hereof, including, without limitation,
     April 1996, shall by prorated on a per diem
     basis."

     6.   Except as herein expressly modified or
amended, all the terms and conditions of the Lease are
hereby ratified, affirmed, and approved and remain in
full force and effect, as of the date hereof.  The
parties have entered into this Amendment to clarify the
rights and obligations of the parties hereto.  This
Amendment shall be binding upon and inure to the
benefit of Lessor and Lessee and their respective
successors and assigns, whether voluntary by act of the
parties or involuntary by operation of law.

     IN WITNESS WHEREOF the Lessor and Lessee have
executed this Amendment under seal as of the day and
year first above written.

                                   LESSOR:

                                   LARRY JOSEPH AND PETER SAVITZ
                                   PARTNERS, a Georgia general partnership


                                   By: /s/ Lawrence A. Joseph  (SEAL)
                                      -----------------------------------
                                      Lawrence A. Joseph, General Partner


                                   By: /s/ Peter S. Savitz  (SEAL)
                                       ---------------------------------
                                       Peter S. Savitz, General Partner

<PAGE>

                  SUBLEASE AGREEMENT


     THIS SUBLEASE AGREEMENT (the "Sublease") is made
and entered into this 7th day of January, 1998, by and
between SELECT SERVICE & SUPPLY CO., INC., a Georgia
corporation ("Sublessor"), and GENESIS DIRECT SIX, LLC,
a Georgia limited liability company ("Sublessee").

                    R E C I T A L S

     A.   Larry Joseph and Peter Savitz Partners, a
Georgia general partnership ("Master Lessor"), as
lessor, and Sublessor, as lessee, are lessor and lessee
respectively, under that certain Lease Agreement dated
July 1, 1990 (the "Original Lease"), as amended by that
certain First Amendment to Lease (the `First
Amendment") dated April 15, 1996 (collectively, the
"Master Lease"), as affected by that certain
Subordination, Non-Disturbance and Attornment Agreement
dated April 24, 1996 (the "Subordination Agreement",
among Master Lessor, Sublessor and Wachovia Bank of
Georgia, N.A. ("Lender"), and as further affected by
that certain Estoppel Certificate dated April 15, 1996,
(the "Estoppel Certificate") given by Sublessor in
favor of Lender, as all of the foregoing may be amended
from time to tune, relating to certain unproved real
property located at One Sportime Way, Norcross, Georgia
30340 (the "Premises").  A true, complete and correct
copy of the Master Lease is attached to this Sublease
as Exhibit A and, unless otherwise provided herein, is
incorporated herein by this reference.

     B.   Sublessor desires to sublease to Sublessee,
and Sublessee desires to sublease from Sublessor, the
Premises, subject to the terms and conditions
hereinafter set forth.

                   A G R E E M E N T

     NOW, THEREFORE, in consideration of the sum of TEN
AND NO/100 DOLLARS ($10.00) each to the other paid, the
mutual covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sublessor
and Sublessee agree as follows.

     1.   Recitals Incorporated.  The Recitals set
forth above are hereby incorporated within and made an
integral part of this Sublease.

     2.   Demise:  Incorporation of Master Lease.

          (a)  Sublessor agrees to lease to Sublessee,
and Sublessee agrees to lease from Sublessor, the
Premises, subject to the terms and conditions of this
Sublease.

          (b)  Subject to the provisions hereof, this
Sublease shall be deemed to contain the same covenants,
agreements, conditions, definitions, terms and
provisions as are contained in the Master Lease,
mutatis mutandis (the necessary changes being made to
reflect the fact that the Sublessor shall be deemed
"Lessor" and Sublessee shall be deemed "Lessee." Except
as otherwise provided herein, Sublessee shall have all
of the rights and assumes all of the obligations of
Sublessor under the Master Lease with respect to the
Premises; provided, however that any matter requiring
the lessee under the Master Lease to procure the
consent of the lessor

<PAGE>

under the Master Lease shall
require the consent of both Master Lessor and Sublessor
(and the consent of Lender if Lender's consent is
required under the Subordination Agreement or the
Estoppel Certificate) notwithstanding the foregoing,
the following provisions of the Master Lease are
incorporated by reference into this Sublease: Sections
2, 3 and 26 of the Original Lease and Section 4 of the
First Amendment.

          (c)  This Sublease is subject and subordinate
to the Master Lease and to any amendment to the Master
Lease hereafter made between Master Lessor and
Sublessor, provided any such amendment will not
materially adversely affect the use by Lessee of the
Premises in accordance with this Sublease, materially
increase the obligations of Sublessee or materially
decrease its rights under this Sublease, alter the
term, or increase the Rent (as defined herein) or
additional rent required to be paid by Sublessor under
the terms of the this Sublease.  This Sublease shall
automatically terminate, if it has not sooner expired
or been terminated in accordance with the provisions
hereof, on the expiration or earlier termination of the
Master Lease, provided, however, any liability of
Lessor to Lessee for termination caused by Lessor's
default or vice versa shall not be discharged by reason
of such termination.  Sublessee agrees to comply fully
at all times with the Master Lease, as though Sublessee
is the lessee under the Master Lease, except that
Sublessee shall not be required to comply with those
provisions of the Master Lease which require Sublessor
to make monetary payments of any type to the Master
Lessor; provided, however, that Sublessee shall be
required to make all payments to Sublessor required
pursuant to this Sublease.  Sublessee further
acknowledges and agrees that any and all maintenance,
services, utilities and similar matters and all
insurance, indemnity and tax obligations, however
designated, required to be provided or performed with
respect to the Premises or otherwise pursuant to the
Master Lease by or on behalf of the lessee under the
Master Lease (and, by incorporation herein, this
Sublease) shall be performed or provided by or on
behalf of the Sublessee, and Sublessor shall have no
obligation with respect thereto or liability whatsoever
with respect to Sublessor's or Master Lessor's failure
to perform or provide same.

     3.   Term.  The term of this Sublease will
commence as of the date hereof (the "Commencement
Date") and continue until and expire on the date which
is one (1) year from the Commencement Date (the
"Termination Date").

     4.   Rent: Additional Rent.

     (a)  Sublessee covenants and agrees to pay to
Sublessor as Rent for the Premises during the term of
this Sublease an amount equal to the Rent payable by
Sublessor to Master Lessor under the Master Lease,
payable in equal monthly installments, in advance, on
the first day of each and every month during the term
of this Sublease, without notice, demand, offset, or
counterclaim.  The parties acknowledge and agree that
Sublessor shall as of the Commencement Date hereof
tender to Sublessee all portions of the Premises.
Sublessee and Sublessor agree that the rent payable
during the term of this Sublease is $315,343.30 per
annum, payable in installments of $26,278.61 per month
(the "Rent").

     (b)  Sublessee further covenants and agrees to pay
to Sublessor, as additional rent, without notice,
demand, offset, or counterclaim, any and all payments
owing with regard to operating and maintenance
expenses, real estate taxes, and other costs or sums to
the extent payable by Sublessor under the Master Lease
with respect to or attributable to the Premises.  Any

<PAGE>

and all statements, billings and calculations of such
amounts as prepared or submitted by or an behalf of
Master Lessor shall be binding upon Sublessee to the
extent Sublessor is bound under the Master Lease.  All
payments shall be due within 15 days of each invoice
therefore by Sublessor (which invoice should be
accompanied by the corresponding invoice from Master
Lessor to Sublessor for such amount).  It is the
intention of the parties to this Sublease that all
charges with respect to or attributable to the Premises
or Sublessee's use or occupancy of same shall be passed
through to Sublessee, and Sublessee covenants and
agrees to pay same to Sublessor accordingly.
Sublessee's obligations hereunder shall survive the
expiration or earlier termination of this Sublease.

     (c)  Sublessee shall pay interest at the rate of
twelve percent (12%) per annum on each payment of Rent
and additional rent received by Sublessor more than
five (5) business days after such payment is due,
accrued from the end of such 5 day period to the date
such payment is made by Sublessee.  Rent and additional
rent shall be paid at Sublessor's notice address as set
forth below.  If the term of this Sublease begins on a
day other than the first day of a month or ends on a
day other than the last day of a month, Base Rent and
additional rent will be prorated on a per them basis.

     5.   Premises "As-Is"; No Representations,
Warranties or Obligations.  Sublessee accepts the
Premises in their "as-is" condition as of the date
hereof and Sublessee acknowledges that no
representations or warranties, either express or
implied, have been made by or on behalf of Sublessor
with respect to the condition of the Premises.  Any
provision of the Master Lease or of this Sublease to
the contrary notwithstanding, Sublessor shall have no
obligation to perform any construction, improvement,
build-out, repair, maintenance or other work with
respect to the Premises or for the benefit of
Sublessee.

     6.   Intentionally Deleted.

     7.   Assignment and Subletting.  Any provision of
this Sublease or of the Master Lease to the contrary
notwithstanding, Sublessee shall not assign this
Sublease, or any rights hereunder, or further sublet
all or any portion of the Premises, or permit the use
of the Premises by any party other than Sublessee,
whether voluntarily, by operation of law or otherwise,
without the prior written consent of Sublessor, Master
Lessor and Lender (if such consent of Lender is
required under the Subordination Agreement or Estoppel
Certificate).  No consent to any assignment or
subletting shall release Sublessee of its liability
hereunder.

     8.   Use:  Compliance with Law.  The Premises will
be used solely for the use set forth in Section 17 of
the Master Lease and for no other purpose.  Sublessee
covenants and agrees (i) not to use the premises for
any illegal purpose or in such a manner as to violate
any applicable and valid law,, rule or regulation of
any governmental body, and (ii) not to permit waste
thereon.

     9.   Default and Remedies.  If Sublessee fails to
perform or fulfill any of the terms, covenants,
obligations or agreements set forth in this Sublease,
including without limitation, complying with all of the
applicable terms, covenants, obligations and agreements
in the Master Lease, Sublessor shall have and may
exercise any of the rights and remedies of lessor set
forth in the Master Lease, and Sublessee shall be and
remain liable to Sublessor to the extent provided

<PAGE>

therein, in addition to all other rights and remedies
available at law or in equity.  Notwithstanding
anything to the contrary contained herein or provided
in the Master Lease, any grace, cure, or notice period
provided for the benefit of lessee in the Master Lease
shall be reduced by one-third (1/3) with regard to
Sublessee (e.g., Sublessee would have twenty days to
cure if the lessee would otherwise have thirty days to
cure).

     10.  Indemnity.  Sublessee shall indemnify, defend
and save Sublessor and Master Lessor harmless from and
against all claims, actions, damages, losses, costs,
liability and expenses (including reasonably attorneys'
fees and costs of litigation) resulting from
Sublessee's failure to comply with the terms and
provisions of this Sublease (including, without
limitation, the provisions of the Master Lease to the
extent such provisions are incorporated herein) or from
the occupancy or use by Sublessee or its agents,
servants, contractors or employees of the Premises or
any portion of the Property, or occasioned wholly or in
part by any act or omission of Sublessee, its agents,
servants, contractors, employees or by any act or
omission of Sublessee's licensees, invitees or guests,
This Section 10 and Sublessee's obligations hereunder
shall survive the expiration or termination of this
Sublease for up to one (1) year after such expiration
or termination other than for third party claims which
shall survive for the applicable statute of
limitations.

     11.  Insurance and Related Matters.  Without
limiting the other provisions of this Sublease,
Sublessee acknowledges and agrees that at all times
during the term hereof Sublessee shall be required to
carry and maintain such insurance as may be required
by, and otherwise to comply in all respects with, the
insurance provisions of the Master Lease.  Sublessee
further agrees that all such insurance shall name
Sublessor, Master Lessor and any other persons required
by the Master Lease as additional named insureds and
any casualty or similar insurance shall insure Master
Lessor, Sublessor, and Sublessee, as their interests
appear.  Sublessee further agrees that the waiver of
subrogation and release provisions set forth in the
Master Lease and made by lessee therein, as
incorporated herein, shall be made by Sublessee for the
benefit of both Sublessor and Master Lessor.

     12.  Casualty and Condemnation.  The parties agree
that this Sublease shall automatically terminate as a
result of any termination of the Master Lease pursuant
to the casualty or condemnation provisions of the
Master Lease as incorporated herein and Rent shall be
apportioned as of said termination date, and Sublessee
acknowledges that it has and shall have no interest in
any Condemnation award payable with regard to the
Master Lease, this Sublease or the Premises provided
that Sublessee shall have the right to file a claim for
trade fixtures paid by Sublessee (and not reimbursed by
Sublessor) and for moving expenses, so long as neither
such application nor any award thereunder shall reduce
in any manner any award otherwise available to
Sublessor or Master Lessor.

     13.  Sublessee shall, on or before the last day of
the term hereof, or upon the earlier termination of
this Sublease, peaceably and quietly leave, surrender,
and yield to Sublessor the Premises, together with all
alterations, additions, and improvements (other than
Sublessee's personal property and except as otherwise
provided in this Section 13) in good order, condition
and repair (or in the same condition and repair as the
date hereof with respect to those alterations,
additions and improvements at the Premises as of the
date hereof), ordinary wear and tear, damage by
casualty and taking by condemnation that results in a
termination of the Master Lease

<PAGE>

excepted.  All items of
Sublessee's personal property shall be removed by
Sublessee on or before the last day of the Sublease
term or such earlier termination, and Sublessee shall
promptly repair (at Sublessee's sole expense) any and
all damage to the Premises resulting from the removal
of such hems of Sublessee's personal property.  All
alterations, additions and improvements made by
Sublessee to the Premises shall, at the option of
Sublessor (i) become the property of Sublessor without
any compensation to Sublessee and shall be surrendered
at such time as a part of the Premises, or (ii) be
removed by Sublessee on or before the last day of the
Sublease term or such earlier termination, and
Sublessee shall promptly repair (at Sublessee's sole
expense) any and all damage to the Premises resulting
from the removal of such alterations, additions and
improvements.

     14.  Holding Over.  In the event Sublessee remains
in possession of the Premises after expiration of this
Sublease, Sublessee shall not acquire any right, title,
or interest in or to the Premises.  In such event,
Sublessee shall occupy the Premises as a tenant at
sufferance, but shall otherwise be subject to all of
the conditions, provisions, and obligations of this
Sublease, except that Rent shall be equal to one
hundred fifty (150%) percent of the Rent payable
hereunder.

     15.  Brokers.  Sublessor and Sublessee hereby
agree that in connection with this Sublease that
neither have dealt with any broker or person or entity
entitled to any brokerage commission, fee or other
compensation.  Sublessee and Sublessor shall each
indemnify, protect, defend, and hold harmless the
other, and its agents and legal representatives,
against any fee, commission, or other compensation due
to any person, firm, corporation claiming to have acted
in the indemnifying party's behalf with respect to this
Sublease or the transaction represented hereby.

     16.  Notices.  All notices, consents, approvals
and requests required or permitted under this Sublease
shall be given in writing and shall be effective for
all purposes if hand delivered or sent by (i) certified
or registered United States mail, postage prepaid, or
(ii) expedited prepaid delivery service, either
commercial or United States Postal Service, with proof
of attempted delivery, addressed as follows, or at such
other address and person as shall be designated from
time to time in a written notice to the other party in
the manner provided for in this Section 16:

     If to Sublessor:    Select Service & Supply Co., Inc.
                         One Sportime Way
                         Atlanta, Georgia 30340

     If to Sublessee:    Genesis Direct Six, LLC
                         c/o Genesis Direct Six, Inc.
                         100 Plaza Drive Secaucus,
                         New Jersey 07094
                         Attn: Barry Curtis

A notice shall be deemed to have been given pursuant to
this Sublease: in the case of hand delivery, at the
time of delivery, in the case of registered or
certified mail, upon deposit in the United States mail;
or in the case of expedited prepaid delivery, upon
deposit with such expedited delivery service.

<PAGE>

     17.  Capitalized Terms.  Capitalized terms
utilized in this Sublease and not defined herein shall
have the meanings attributed to such terms in the
Master Lease.

     18.  Alterations.  Sublessee shall not make any
alterations or improvements to the Premises without the
prior written approval of Sublessor and Master Lessor
(provided that Master Lessor's consent is required
under the Master Lease).  Sublessee hereby agrees that
it shall indemnify, defend and hold Sublessor harmless
from and against any and all liabilities, obligations,
damages, penalties, claims costs, charges and expenses,
including without limitation, reasonable attorneys'
fees and other professional fees (if and to the extent
permitted by law), which may be imposed upon, incurred
by, or asserted against Sublessor or Master Lessor or
their respective directors, officers, partners,
members, agents, representatives or employees, and
arising directly or indirectly out of or in connection
with the performance of any construction or alterations
by Sublessee in the Premises including, without
limitation, the cost of correcting any violations of
any laws, rules, regulations and codes, To the extent
that any alterations or improvements are permitted,
Sublessee will comply with all applicable terms and
provisions of the Master Lease.

     19.  No Options.  Any other provision of this
Sublease or of the Master Lease to the contrary
notwithstanding, Sublessee shall not be granted hereby
or by the Master Lease, nor shall Sublessee have the
benefit of, any option or other right, however
designated (i) to renew the Master Lease or this
Sublease, or (ii) to terminate the Master Lease, or
(iii) to extend the term of the Master Lease or this
Sublease, or (iv) to expand or contract the Premises,
or (v) to lease or sublease any other space in the
property of which the Premises may be a part, or in any
other property, or (vi) to purchase all or any portion
of the Premises or any other property, or (vii) to
exercise any audit rights under the Master Lease.  Any
and a such rights shall be deemed to have been reserved
to and exercisable only by Sublessor.

     20.  Consent of Master Lessor and Lender.  This
Sublease shall not be effective unless and until the
written consent to this Sublease is granted by both
Master Lessor and Lender (to the extent such Lender's
consent is required under the Subordination Agreement
or the Estoppel Certificate).  Sublessor hereby
represents to Sublessee that Sublessor has not entered
into any other sublease with respect to the Premises
and this representation shall be deemed repeated and in
compliance by Sublessor as of the Commencement Date.

     21.  Miscellaneous.

          (a)  This Sublease contains the entire
agreement of the parties with respect to the subject
matter hereof, and no representations, inducements,
promises or agreements between or among such parties,
whether oral or otherwise, with respect to the subject
matter hereof not embodied herein shall be of any force
or effect.

          (b)  The failure of either party to insist on
one or more instances, on performance by the other
party in strict compliance with the terms and
conditions of this Sublease shall not be deemed a
waiver or relinquishment of any rights granted
hereunder or of any terms or conditions of this
Sublease unless such waiver is contained in writing and
signed by both parties.  No amendment to this Sublease
shall be binding upon the parties hereto unless such
amendment is in writing and executed by all parties
hereto.

<PAGE>

          (c)  Time is of the essence of this Sublease.

          (d)  Sublessee's interest hereunder is not
subject to levy, execution or sale and is not
assignable except with Sublessor's, Master Lessor's and
Lender's prior written consent.

          (e)  This Sublease shall be governed by and
construed in accordance the with the laws of the State
of Georgia (without regard to the rules of such
jurisdiction concerning conflict of laws) and any
applicable law of the United States of America, as
amended from time to time.

          (f)  Neither this Sublease nor any short form
or memorandum hereof shall be recorded.

          (g)  Sublessor's obligations and liability to
Sublessee with respect to this Sublease shall be
limited solely to Sublessor's interest in the Premises,
and Sublessee shall look solely to Sublessor's interest
in the Premises for satisfaction of Sublessee's
remedies.  Without expanding by implication any
limitations on liability otherwise provided by law, it
is agreed by Sublessee that neither Sublessor nor any
person or entity comprising Sublessor, nor any partner,
officer, director or shareholder of Sublessor or any
partner of Sublessor, shall have any personal liability
with respect to this Sublease.

          (h)  The section captions contained in this
Sublease are for convenience only and do not in any way
limit or amplify any term or provision hereof.  The use
of the terms "hereof," "hereunder" and "herein" shall
refer to this Sublease as a whole, inclusive of the
Exhibits, except when noted otherwise.  The use of the
masculine, feminine or neuter genders herein shall
include the masculine, feminine and neuter genders and
the singular form shall include the plural when the
context so requires.

          (i)  All covenants, promises, conditions,
representations, and agreements herein contained shall
be binding upon, apply, and inure to the parties hereto
and their respective heirs, executors, administrators,
successors, and permitted assigns.

          (j)  This Sublease may be executed in several
counterparts, each of which shall be an original and
all of which collectively shall constitute one
Sublease.

        [SIGNATURES COMMENCE ON FOLLOWING PAGE]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Sublease Agreement under
seal as of the day and year first above written.



                                   SUBLESSEE:

                                  GENESIS DIRECT SIX, LLC,
                                  a Georgia limited liability company


                                   By: /s/  [original text illegible]
                                      --------------------------------

                                   Its: President


                                                  [SEAL]


       [SIGNATURES CONTINUED ON FOLLOWING PAGE]

<PAGE>

                                   SUBLESSOR:

                                   SELECT SERVICE & SUPPLY CO.,
                                   a Georgia corporation


                                   By: /s/ Peter S. Savitz
                                      -------------------------
                                   Its:  Executive Vice President


                                        [CORPORATE SEAL]

<PAGE>


            AMENDMENT TO SUBLEASE AGREEMENT

     This AMENDMENT TO SUBLEASE AGREEMENT (the
"Amendment") is made and entered into this 17th day of
November 1998, by and between 3-S PARTNERS, INC., f/k/a
Select Service & Supply Co., Inc., a Georgia
corporation ("Sublessor"), and GENESIS DIRECT SIX, LLC,
a Georgia limited liability company ("Sublessee").

                    R E C I T A L S

     A.   Sublessor and Sublessee are parties to a
certain Sublease Agreement dated January 7, 1998 (the
"Sublease"), relating to certain improved real property
located at One Sportime Way, Norcross, Georgia 30340
(the "Premises").

     B.   Sublessor and Sublessee desire to amend the
Sublease in certain respects, as hereinafter set forth.

                   A G R E E M E N T

     NOW, THEREFORE, in consideration of the sum of TEN
AND NO/100 DOLLARS ($10.00) each to the other paid, the
mutual covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sublessor
and Sublessee agree as follows:

     1.   Recitals Incorporated.  The Recitals set
forth above are hereby incorporated within and made an
integral part of this Sublease.

     2.   Extension of Time.

          (a)  Subject to the terms and conditions set
     forth herein, the term of the Sublease is hereby
     amended and extended for an additional period of
     three (3) years commencing upon the Termination
     Date described in the Sublease (the "Extended
     Term").  The date on which the Extended Term
     commences is sometimes referred to in this
     Amendment as the "Extension Date".  The expiration
     date of the Extended Term shall hereafter be for
     all purposes the "Termination Date" of the
     Sublease, unless the Sublease is earlier
     terminated as set forth in Section 2(b) below.

          (b)  The foregoing provisions of Section 2(a)
     the contrary notwithstanding, commencing on the
     date which is six (6) months from and after the
     Extension Date, Sublessor shall have the right to
     terminate the Sublease, as amended hereby, upon
     not less than six (6) months' prior written notice
     to Sublessee, specifying the date upon which such
     termination shall be effective (the "Early
     Termination Date").  Sublessee shall thereafter
     continue to be obligated to perform all
     obligations of Sublessee under the Sublease, as
     amended hereby, through and including the Early
     Termination Date, and the Sublease, as amended
     hereby, shall thereupon terminate upon the Early
     Termination Date, as if the Early Termination Date
     were the date of the natural expiration of the
     term of the Sublease, as amended hereby.

<PAGE>

          (c)  Rent payable under Section 4(a) of the
     Sublease during and with respect to the Extended
     Term is hereby amended and shall be in the amount
     of $331,100.00 per annum, payable in installments
     of $27,592.50 per month, which Sublessee covenants
     and agrees to pay to Sublessor.  Sublessee shall
     continue to be obligated to pay all other amounts
     payable under the Sublease including, without
     limitation, the additional rent described in
     Section 4(b) thereof.

     3.   Capitalized Terms.  Capitalized terms
utilized in this Amendment and not defined herein shall
have the meanings attributed to such terms in the
Sublease.

     4.   Miscellaneous.

          (a)  All terms, conditions and provisions of
     the Sublease not expressly modified or amended
     hereby shall be and remain in full force and
     effect.

          (b)  This Sublease may be executed in several
     counterparts, each of which shall be an original
     and all of which collectively shall constitute one
     Sublease.

     IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Amendment under seal as of
the day and year first above written.

                              SUBLESSEE:

                              GENESIS DIRECT SIX, LLC,
                              a Georgia limited liability company


                              By: /s/ Warren Struhl
                                 ------------------------------
                              Its: Chief Executive Officer

                              SUBLESSOR:

                              3-S PARTNERS INC., f/k/a Select Service & Supply
                              Co., Inc., a Georgia corporation


                              By: /s/ Peter S. Savitz
                                 -----------------------------
                              Its: Partner


                                   [CORPORATE SEAL]

<PAGE>

           CONSENT TO AMENDMENT TO SUBLEASE


                                        February 1, 1999

Larry Joseph and Peter Savitz Partners, a Georgia
general partnership, as lessor ("Lessor") under that
certain Lease Agreement dated July 1, 1990, as amended
by that certain First Amendment to Lease dated April
15, 1996 (the "Lease"), between Lessor and 3-S
Partners, Inc., f/k/a Select Service & Supply Co.,
Inc., a Georgia corporation, as lessee ("Lessee"),
covering certain premises located at One Sportime Way,
Norcross, Georgia 30340 (the "Premises"), hereby
consents to the Amendment No. 2 Sublease of the
Premises by Lessee to Sportime, LLC Sublease f/k/a
Genesis Direct Six, LLC, a Georgia limited liability
company ("Sublease"), in the manner described in the
Amendment No. 2 to the Sublease Agreement between
Lessee and Sublessee dated February, 1999, a copy of
which is attached hereto.  The consent granted hereby
shall not be deemed to be: (i) consent to any
modification or alteration of the Lease, (ii) consent
to any present, further or subsequent assignment of the
Lease, (iii) consent to any further or subsequent
subletting of all or any portion of the Premises, or
(iv) a waiver of any liability, covenant or obligation
of Lessee under the Lease.  Further, the consent
granted by Lessor herein is expressly subject to and
conditioned upon the consent of any lender of Lessor to
the Amendment No. 2 which may be required by any
agreements between Lessor and any such lender.  Lessee
shall remain fully liable to Lessor for all of Lessee's
liabilities, covenants and obligations under the Lease
unless specifically released therefrom by Lessor in
writing.  The acceptance by Lessor of rent, additional
rent or any other payment under the Lease from Sublease
or any third party shall not be deemed a waiver by
Lessor of the obligation of Lessee to pay all such
amounts as provided in the Lease.  The performance by
Sublessee or any third party of any obligation required
of Lessee under the Lease shall not be deemed a waiver
by Lessor of the duty of Lessee to perform such
obligation.

                              LARRY JOSEPH AND PETER SAVITZ PARTNERS, a
                              Georgia general partnership


                              By:  /s/ Peter S. Savitz
                                 -----------------------------
                              Name/Title:

<PAGE>



             Form of Amendment to Sublease

         AMENDMENT NO. 2 TO SUBLEASE AGREEMENT

     AMENDMENT NO. 2 ("Amendment No. 3") dated as of
February 1, 1999 to the Sublease Agreement dated as of
January 7, 1998, as amended on November 17, 1998
("Amendment No. 1") among 3-S Partners Inc., f/k/a
Select Service & Supply Co., Inc. ("Sublessor") and
Sportime, LLC, f/k/a Genesis Direct Six, LLC
("Sublessee").  The Sublease Agreement, as amended by
Amendment No. 1, is hereinafter referred to as the
Sublease.

     WHEREAS, Sublessor and Sublessee are parties to
the Sublease relating to certain improved real property
located at One Sportime Way, Norcross, Georgia 30340.

     WHEREAS, the parties to the Sublease desire to
amend the Sublease as set forth herein.

     NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the
agreements herein, the parties hereto agree as follows:

       1. Amendment to Sublease.

          a.The first sentence of Section 2(b) of
            Amendment No. 1 is hereby amended in its
            entirety as follows:

            "The foregoing provisions of Section 2(a)
            the contrary notwithstanding, commencing
            on the date which is six months from and
            after the Extension Date, Sublessee shall
            have the right to terminate the Sublease,
            as amended hereby, upon not less than six
            (6) months' prior written notice to
            Sublessor specifying the date upon which
            such termination shall be effective (the
            "Early Termination Date.")."

          b.Section 16 of the Sublease is hereby
            amended by deleting the address for
            Sublessee and replacing such address with
            the following:

            Sportime, LLC
            c/o School Specialty, Inc.
            1000 North Bluemound Drive
            Appleton, WI  54914

<PAGE>

    2. Consent to Transaction.  Sublessor hereby
       consents to the acquisition of all of the
       outstanding limited liability interests of
       Sublessee by School Specialty, Inc.  Sublessor
       agrees that such transaction does not
       constitute a violation of Section 7 of the
       Sublease entitled "Assignment and Subletting."

    3. Miscellaneous.

       a. All terms, conditions and provisions of the
          Sublease not expressly modified or amended
          hereby shall be and remain in full force and
          effect.

       b. This Sublease may be executed in several
          counterparts, each of which shall be an
          original and all of which shall collectively
          shall constitute one Sublease.

     IN WITNESS WHEREOF, the undersigned have executed
this Amendment No. 2 as of the date first written
above.

                              SUBLESSEE:
                              SPORTIME, LLC
                              (f/k/a Genesis Direct Six, LLC)


                              By:  /s/ Warren Struhl
                                   ----------------------------------------
                              Name:  Warren Struhl
                              Title:  President and Chief Executive Officer


                              SUBLESSOR:
                              3-S PARTNERS INC.
                              (f/k/a Select Service & Supply Co., Inc.)


                              By:  /s/ Peter S. Savitz
                                    ------------------------
                              Name:  Peter S. Savitz
                              Title:  Executive Vice President